Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate into ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, to be received by the Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days prior to the proposed conversion date, provided that any such conversion of Eurodollar Loans shall only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate all or a portion of the ABR Loans made to the Borrower (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providedelection, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. prior to 1:00 P.M., New York City time, four at least three Business Days prior to the requested date of such proposed conversion or continuationdate, whereupon specifying the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City timeselected therefor, three Business Days before the requested date of such conversion and, if no Default or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and continuing, such conversion shall be made on the Administrative Agent or requested conversion date or, if such requested conversion date is not a Business Day, on the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthnext succeeding Business Day. Upon receipt of any such notice pursuant to this Section 5.3, the Administrative Agent shall promptly promptly, but in any event by 2:00 P.M., New York City time, notify each Lender thereof. All or any part of the Lenders outstanding Loans (other than Swing Line Loans) may be converted as provided herein, provided that partial conversions of Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $1,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Borrower So long as no Default or Event of Default has occurred and is continuing, the Company may elect from time to time to continue any Eurodollar Loan made to the Borrower as such Loans upon the expiration of the then current Interest Period with respect thereto to such Eurodollar Loans by giving the Administrative Agent irrevocable notice (which may of such election, to be telephonic) received by the Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days prior to the Administrative Agentend of such Interest Period, in accordance with each case specifying the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next new Interest Period to be applicable to such Loansselected therefor, provided that any such continuation shall only be made on the last day of an Interest Period with respect thereto. So long as no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders havecontinuing, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans become effective on the last day of such then expiring Interest Period. Each telephonic notice by If the Borrower pursuant Company fails to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any timely deliver such notice with respect to a Eurodollar Loan, such Eurodollar Loan shall be continued into a Eurodollar Loan with a one month Interest Period on the Administrative Agent shall promptly notify the Lenders thereoflast day of such Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to Each Borrowing initially shall be of the Borrower to Base Rate Loans by giving Type specified in the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) applicable Borrowing Request and, in the case of a Eurocurrency Standby Borrowing and/or Eurocurrency Term Borrowing, shall have an initial Interest Period as specified in such electionBorrowing Request. The Borrower may elect from time to time to convert Base Rate its Borrowings to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Standby Borrowing and/or Eurocurrency Term Borrowing, as applicable, may elect Interest Periods therefor, all as provided in this Section. Such Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans made comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued. (b) To make an election pursuant to this Section, the applicable Borrower to Eurodollar Loans by giving shall notify the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election by telephone, telecopy or in *pdf format sent via electronic mail by (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided i) in the definition case of “Interest Period”a Eurocurrency Borrowing, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City timea.m., four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested effective date of such election and/or conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York City time, on the effective date that is one month prior to the Revolving Credit Termination Dateof such election and/or conversion. Each telephonic notice by the Borrower pursuant to this Section 2.9 must such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by delivery hand delivery, telecopy or in *pdf format sent via electronic mail to the Administrative Agent of a written Borrowing Interest Election Request appropriately completed and signed by a Responsible Officer substantially in the form of the BorrowerExhibit A-7 hereto. If Notwithstanding any other provision of this Section, the Borrower requests a conversion shall not be permitted to a Eurodollar Loan in (i) change the currency of any Borrowing Request, but fails to specify an Interest Period, (it will being understood that the Term Loans shall always be deemed to have specified denominated in Dollars) or (ii) elect an Interest Period for Eurocurrency Loans that would end after the final scheduled termination or maturity date of one monthsuch Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (bc) The Borrower may elect to continue any Eurodollar Loan made Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.05 (to the Borrower as extent applicable) and paragraph (e) of this Section: (i) the Borrowing to which such upon Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the expiration portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the then current election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing; and (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect to be applicable thereto after giving effect to such election, which shall be a period contemplated by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions definition of the term “Interest Period” set forth in Section 1.1”. If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the length details thereof and of such Lender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the next Interest Period to be applicable to thereto, then, unless such LoansBorrowing is repaid as provided herein, provided that no Eurodollar Loan may be continued as at the end of such Interest Period such Borrowing shall (i) when in the case of a Borrowing denominated in Dollars, be converted to a Base Rate Borrowing and (ii) in the case of any other Eurocurrency Borrowing, continue as a Eurocurrency Borrowing in the same currency and with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent or Agent, at the request of the Majority Lenders haveFacility Lenders, determined so notifies the Company in its writing, then, so long as an Event of Default is continuing (i) no outstanding Term Borrowing and/or Standby Borrowing that is denominated in Dollars may be converted to or their sole discretion not to permit such continuations or continued as a Eurocurrency Borrowing and (ii) after the date that is one month prior to the Revolving Credit Termination Dateunless repaid, and provided, further, that if the Borrower shall fail to give any required notice as described above each Eurocurrency Borrowing denominated in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans Dollars shall be converted automatically to a Base Rate Loans on Borrowing at the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer end of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofInterest Period applicable thereto.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice; provided further that any such electionconversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 2:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No conversion or continuation of the Lenders thereof2016 Incremental Term Loans into 2016 Replacement Term Loans pursuant to the 2016 Incremental Term Loan Conversion shall constitute a voluntary or mandatory payment, prepayment or commitment reduction for purposes of the Agreement. (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and, prior to the Acquisition Effective Date, subject to the last sentence of this Section 4.3(b), of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurodollar Eurocurrency Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders have, in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, continuations; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, (i) in the case of any Eurocurrency Loans denominated in Dollars, such Loans shall be converted automatically to Base Rate ABR Loans on and (ii) in the last day case of any Eurocurrency Loans denominated in a Foreign Currency in respect of which the Borrower shall have failed to deliver any required notice election prior to the third (3rd) Business Day preceding the end of such then expiring Interest Period. Each telephonic notice by , such Eurocurrency Loans shall automatically continue as Eurocurrency Loans in the Borrower pursuant to this same currency with an Interest Period of one month unless such Eurocurrency Loans are or were repaid in accordance with Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower4.1. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Notwithstanding the Lenders thereofforegoing, (i) on the Closing Date, the initial Closing Date Term Loans shall be Eurocurrency Loans with an Interest Period of one week, and the Borrower shall be deemed to have requested that the Initial Closing Date Term Loans be continued for one additional one week Interest Period thereafter, and (ii) for the period from May 2, 2016 until the Acquisition Effective Date, each Interest Period shall be for a period of one month; it being acknowledged and agreed that the Borrower shall be deemed to have requested that the initial Closing Date Term Loans shall be continued as Eurocurrency Loans with an Interest Period of one month commencing on May 2, 2016.

Conversion and Continuation Options. The Company (aon its behalf and on behalf of any other Borrower) The Borrower may elect from time to time to convert Eurodollar all or any part of the Loans made to denominated in dollars of one Type constituting the Borrower to Base Rate same Borrowing into Loans denominated in dollars of the other Type or continue all or any part of a Loan of one Type constituting the same Borrowing or Loans of the same Type and in the same currency, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) or, in the case of such election. The Borrower may elect from time a conversion to time to convert Base Rate Term Benchmark Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least denominated in dollars, three U.S. Government Securities Business Days’ prior irrevocable notice (which may be telephonicnotice) of such election (which in the case of a notice of continuation of a Term Benchmark Loan shall specify be given in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.01, of the length of the initial next Interest Period thereforto be applicable to such Loans); provided, however, that if (i) any conversion of Term Benchmark Loans into ABR Loans shall be made only on the Borrower wishes to request Eurodollar Loans having last day of an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”with respect thereto, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Term Benchmark Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion not to permit such conversions or conversions, and (iiiii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Term Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have, Banks have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, continuation; and provided, furtherfurther that, that if in connection with a continuation of Term Benchmark Loans, the Borrower Company shall fail to give any required notice as described above in this paragraph or if such a continuation is not permitted pursuant to the preceding provisothis clause (iii), such Loans shall shall, if denominated in dollars, be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period, or if denominated in euros, shall be automatically exchanged for an Equivalent amount of dollars and converted to ABR Loans on the last date of such then expiring Interest Period. Each telephonic such notice by of conversion or continuation shall, within the Borrower pursuant restrictions specified above, specify (A) the date of such conversion or continuation, (B) the dollar denominated Loans to this Section 2.9 must be confirmed promptly by delivery to converted or continued, and (C) if such conversion is into Term Benchmark Loans, the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer duration of the Borrowerinitial Interest Period for each such Loan. Each notice of conversion or continuation shall be irrevocable and binding on the Company. Upon receipt of any such notice of conversion or continuation the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Term Benchmark Loans made (or, if applicable, RFR Loans) to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection by submitting an Interest Election Request no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date (or, in the case of RFR Loans, if applicable, no later than 11:00 A.M., New York City time, five U.S. Government Securities Business Days preceding the proposed conversion date), provided that any such conversion of Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third U.S. Government Securities Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Term Benchmark Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower Any Term Benchmark Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice (which may be telephonic) of such election by submitting an Interest Election Request to the Administrative Agentnot later than 12:00 Noon, in accordance with New York City time, on the applicable provisions date that is three U.S. Government Securities Business Days prior to the last day of the term “then current Interest Period” set forth in Section 1.1Period with respect thereto, of which notice shall specify the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Term Benchmark Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders have, in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to the Revolving Credit Termination DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a1) The Borrower Company may elect from time to time to convert Eurodollar Revolving Loans made outstanding (or portions thereof): (i) as LIBO Rate Loans to the Borrower to Base Prime Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election pursuant to a Notice of Conversion/Continuation no later than 9:00 a.m. (which Los Angeles time) on the last day of the Interest Period for such LIBO Rate Loan, and (ii) as Prime Rate Loans to LIBO Rate Loans by giving the Agent irrevocable notice of such election no later than 12:00 noon (Los Angeles time) on the third (3rd) LIBOR Business Day preceding the proposed conversion date. Any conversion of LIBO Rate Loans may only be made on the last day of the applicable Interest Period. No Prime Rate Loan may be telephonicconverted into a LIBO Rate Loan if an Event of Default or Potential Default has occurred and is continuing at the requested conversion date. All or any part of outstanding Revolving Loans may be converted as provided herein, provided that partial conversions shall be in an amount not less than the amount required pursuant to Paragraph 4(a)(2) of such election. above. (2) The Borrower Company may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to have any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base LIBO Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower continued as such upon the expiration of the then current Interest Period with respect applicable thereto by giving the Agent irrevocable notice of such election pursuant to a Notice of Conversion/Continuation no later than 12:00 noon (which may be telephonicLos Angeles time) to on the Administrative Agent, in accordance with third (3rd) LIBOR Business Day preceding the applicable provisions last day of the term “such Interest Period” set forth in Section 1.1; provided, of the length of the next Interest Period to be applicable to such Loanshowever, provided that no Eurodollar LIBO Rate Loan may be continued as such (i) when any Event of Default or Potential Default has occurred and is continuing and the Administrative Agent or the Majority Lenders havecontinuing, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans but shall be automatically converted automatically to Base a Prime Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBO Rate Loan as such then expiring as provided above, the Company shall be deemed to have elected to convert the affected LIBO Rate Loan to a Prime Rate Loan on the last day of the applicable Interest Period. . (3) Each telephonic notice request for the conversion or continuation of a Revolving Loan (or portion thereof) shall be evidenced by the Borrower pursuant to this Section 2.9 must be confirmed promptly timely delivery by delivery the Company to the Administrative Agent of a written Borrowing Request appropriately completed and signed duly executed Notice of Conversion/Continuation (which delivery may be by a Responsible Officer facsimile transmission) or, but only with the prior agreement of the Borrower. Upon receipt Agent, telephonically, with any Notice of any such notice the Administrative Agent shall Conversion/Continuation delivered telephonically to be promptly notify the Lenders thereofconfirmed in writing (which may be by facsimile transmission).

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Term SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefor and the Class of the Loans); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans or Term SOFR Loans having an Interest Period of nine other than one, two (other than with respect to Term SOFR Loans), three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion Borrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is approved by all of them. Not later than 11:00 a.m. (New York City time), four Business Days before the requested date of such Borrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no ABR Loan may be converted into a Term SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Loan or Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable notice (which notice shall specify the Class of Loans) to the Administrative Agent telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 12:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 12:00 p.m. (New York City time) on the fourth Business Day preceding the proposed continuation date, in the case of Eurocurrency Loans denominated in Australian Dollars; provided, however, that if the Borrower Representative wishes to request Eurocurrency Loans or Term SOFR Loans having an Interest Period other than one, two (other than with respect to Term SOFR Loans), three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) seven Business Days prior to the requested date of such Borrowing continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to any all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three Business Days before the requested date of such conversion Borrowing continuation, in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 11:00 p.m. (New York City time) four Business Days before the requested date of such Borrowing continuation, in the case of Eurocurrency Loans denominated in Australian Dollars, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, to the extent the Required Lenders provide written notice thereof to the Borrower Representative, no Base Rate Eurocurrency Loan or Term SOFR Loan may be converted to a Eurodollar Loan (i) continued as such when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that with respect to Term SOFR Loans, if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (c) If the Borrower Representative fails to give a timely notice requesting continuation or conversion from one Type of Loan to another, then the applicable Loans shall, subject to the final proviso to the preceding clause ‎(b), be (i) in the case of ABR Loans, continued as ABR Loans or (ii) in the case of Eurocurrency Loans or Term SOFR Loans, continued as Eurocurrency Loans or Term SOFR Loans, as applicable, with an Interest Period of one month.

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Eurocurrency Loans made denominated in Dollars to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date; provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion Borrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is approved by all of them. Not later than 11:00 a.m. (New York City time), four Business Days before the requested date of such Borrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no ABR Loan may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable notice to the Administrative Agent telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 12:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in the case of Eurocurrency Loans denominated in Dollars, Euros, Swiss Francs or Sterling or 12:00 p.m. (New York City time) on the fourth Business Day preceding the proposed continuation date, in the case of Eurocurrency Loans denominated in Yen or Australian Dollars; provided, however, that if the Borrower Representative wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) seven Business Days prior to the requested date of such Borrowing continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to any all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three Business Days before the requested date of such conversion Borrowing continuation, in the case of Eurocurrency Loans denominated in Dollars, Euros, Swiss Francs or Sterling or 11:00 p.m. (New York City time) four Business Days before the requested date of such Borrowing continuation, in the case of Eurocurrency Loans denominated in Yen or Australian Dollars, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, to the extent the Required Lenders provide written notice thereof to the Borrower Representative, no Base Rate Eurocurrency Loan may be converted to a Eurodollar Loan (i) continued as such when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that with respect to Eurocurrency Loans denominated in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (c) If the Borrower Representative fails to give a timely notice requesting continuation or conversion from one Type of Loan to another, then the applicable Loans shall, subject to the final proviso to the preceding clause (b), be (i) in the case of ABR Loans, continued as ABR Loans or (ii) in the case of Eurocurrency Loans, continued as Eurocurrency Loans with an Interest Period of one month.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Term Benchmark Loans made (or, if applicable, RFR Loans) to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection by submitting an Interest Election Request no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date (or, in the case of RFR Loans, if applicable, no later than 11:00 A.M., New York City time, five U.S. Government Securities Business Days preceding the proposed conversion date), provided that any such conversion of Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election by submitting an Interest Election Request no later than 12:00 Noon, New York City time, on the third U.S. Government Securities Business Day, or the fifth U.S. Government Securities Business Day in the case of RFR Loans, preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Term Benchmark Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower Any Term Benchmark Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving the Administrative Agent prior irrevocable notice (which may be telephonic) of such election by submitting an Interest Election Request to the Administrative Agentnot later than 12:00 Noon, in accordance with New York City time, on the applicable provisions date that is three U.S. Government Securities Business Days prior to the last day of the term “then current Interest Period” set forth in Section 1.1Period with respect thereto, of which notice shall specify the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Term Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have, have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to the Revolving Credit Termination DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans that is not made on the last day of an Interest Period with respect thereto shall be subject to Section ‎2.15(g)2.16. The Borrower Company may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority RequiredMajority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender and the Lenders thereofCompany. (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans, ; provided that no Eurodollar Eurocurrency Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority RequiredMajority Facility Lenders have, in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after and the date that is one month prior to Administrative Agent shall notify the Revolving Credit Termination Date, Company within a reasonable amount of time of any such determination); and provided, further, that if the Borrower Company shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans Loan shall be converted automatically to Base Rate Loans continued as a Eurocurrency Loan or an ABR Loan, as applicable, on the last day of such then expiring Interest Period. Each telephonic notice by Period and, in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent case of a written Borrowing Request appropriately completed and signed by a Responsible Officer any Eurocurrency Loan, shall have an Interest Period of the Borrowersame duration as such expiring Interest Period. Upon receipt of any such notice (or any such automatic continuation), the Administrative Agent shall promptly notify each Lender and the Lenders thereofCompany.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice; provided further that any such electionconversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 2:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration . No conversion or continuation of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted 2019 Incremental Term B-4 Loans into 2019 Replacement Term B-4 Loans pursuant to the preceding proviso2019 Incremental Term B-4 Loan Conversion shall constitute a voluntary or mandatory payment, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer prepayment or commitment reduction for purposes of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofAgreement.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the Borrowers) may elect from time to time to convert Eurodollar Term Benchmark Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable written notice (which may be telephonic) of such electionelection substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), three (3) Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which may be telephonic) of such election substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, howeverfurther, that if the Borrower Representative wishes to request Eurodollar Term Benchmark Loans having an Interest Period of nine other than one, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. 12:00 p.m. (New York City time, four ) three (3) Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 12:00 p.m. (New York City time), three two (2) Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Representative whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, no Base Rate ABR Loan may be converted to into a Eurodollar Term Benchmark Loan (i) when any a bankruptcy or payment Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If the Lenders thereofBorrower Representative fails to give a timely notice requesting any conversion from one Type of Loan to another, then the applicable Loans shall be continued as, or converted to, Term Benchmark Loans with a one-month Interest Period. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark Loans. (b) The Borrower Any ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable written notice (which may be telephonic) to the Administrative Agent , substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in accordance with the applicable provisions appropriately completed and signed by a Responsible Officer of the term “Interest Period” set forth Borrower Representative, no later than 2:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in Section 1.1the case of Term Benchmark Loans; provided, of further that, to the length of extent the next Interest Period Required Lenders provide written notice thereof to be applicable to such Loansthe Borrower Representative, provided that no Eurodollar Term Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this paragraph or paragraph, such Loans shall be automatically continued as Term Benchmark Loans with a one-month Interest Period on the last day of such then expiring Interest Period, and if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then then-expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LIBOR Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent an irrevocable Notice of Conversion/Continuation prior to 11:00 A.M., Denver time, at least two three Business Days’ Days prior irrevocable notice (which to such conversion, provided that any such conversion of LIBOR Loans may be telephonic) made only on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar LIBOR Loans by giving the Administrative Agent an irrevocable Notice of Conversion/Continuation prior to 11:00 A.M., Denver time, at least three Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election conversion (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar LIBOR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Required Lenders have have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthFacility. Upon receipt of any such notice Notice of Conversion/Continuation, the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Subject to Section 2.13, the Borrower may elect to continue any Eurodollar LIBOR Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent an irrevocable Notice of Conversion/Continuation prior to 11:00 A.M., Denver time, at least three Business Days prior to such continuation in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of which notice shall specify the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Required Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of the Revolving Credit Termination DateFacility, and provided, further, that if the Borrower shall fail to give any required notice Notice of Conversion/Continuation as described above in this paragraph with respect to any LIBOR Loans or if such continuation with respect to any LIBOR Loans is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice Notice of Conversion/Continuation, the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time (i) to convert Eurodollar Loans made to Base Rate Loans or C/D Rate Loans by giving the Administrative Agent irrevocable notice of such election (which notice, to be effective, must be received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the Borrower requested conversion date) and (ii) to convert C/D Rate Loans to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election (which notice, to be effective, must be received by the Administrative Agent prior to 12:00 Noon, New York City time, two Business Days’ Days prior irrevocable notice (which to the requested conversion date), provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be telephonic) made on the last day of such electiona Bank Loan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower (other than Base Rate Loans which are Bank Liquidity Loans) or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providednotice, howeverto be effective, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation12:00 Noon, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by requested conversion date), provided that any such conversion of C/D Rate Loans may, subject to the Borrower pursuant to penultimate sentence of this Section 2.9 must 3.5(a), only be confirmed promptly by delivery to made on the Administrative Agent last day of a written Borrowing Request appropriately completed and signed by a Responsible Officer Bank Loan Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the duration of the Borrower. If the Borrower requests a conversion to a Eurodollar initial Bank Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthor Bank Loan Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. If the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration last day of the then current Bank Loan Interest Period with respect thereto by giving irrevocable notice (which to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day with respect to Eurodollar Loans, such conversion shall be made on the next succeeding Business Day with respect to Eurodollar Loans and during the period from such last day to such succeeding Business Day, such Eurodollar Loans shall bear interest as if they were Base Rate Loans. All or any part of outstanding Eurodollar Loans, Base Rate Loans and C/D Rate Loans may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loansconverted as provided herein, provided that (i) no Eurodollar Bank Loan may be continued as such (i) converted to a Eurodollar Loan or a C/D Rate Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent Majority Banks have determined that the Bank Loan Interest Period requested is not appropriate in light of such Default or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or Event of Default and (ii) after no such conversion may be made if it would contravene the date that is one month prior provisions of Section 3.6 or if it would not be permitted under the provisions of Section 3.9 or 3.10. (b) Eurodollar Loans or C/D Rate Loans may be continued as such upon the expiration of the then current Bank Loan Interest Period with respect thereto by the Borrower giving notice to the Revolving Credit Termination DateAdministrative Agent (which shall promptly notify the Banks) in accordance with the applicable provisions of the term "Bank Loan Interest Period", of the duration of the next Bank Loan Interest Period to be applicable to such Loans; provided that no Eurodollar Loan or C/D Rate Loan will be continued as such (A) when any Default or Event of Default has occurred and is continuing and the Majority Banks have determined that the Bank Loan Interest Period requested by the Borrower is not appropriate in light of such Default or Event of Default or (B) if such continuation would contravene the provisions of Section 3.6 or if it would not be permitted under the provisions of Section 3.9 or 3.10; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Bank Loan Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to subsection 4.15, Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, to be received by the Administrative Agent prior to 12:00 noon at least three Business Days prior to the proposed conversion date. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans made to the Borrower (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providedelection, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four prior to 12:00 noon at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor; provided that no conversion date with respect to Tranche B-2 Term Loans that have not been converted from Tranche B-1 Loans under the First Amended and Restated Credit Agreement may be earlier than the fifth Business Day subsequent to the Amendment and Restatement Date without each Arranger’s consent. Such conversion shall be made on the requested conversion date of or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) made when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have have, by written notice to Borrower, determined in its or their sole discretion that such conversion is not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthappropriate. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the Lenders outstanding Loans (other than Swing Line Loans) may be converted as provided herein; provided that partial conversions of Alternate Base Rate Loans shall be in the aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have, by written notice to Borrower, determined in its or their sole discretion that such a continuation is not to permit such continuations appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if Date (in the Borrower shall fail to give any required notice as described above in this paragraph case of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer final Installment Payment Date of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans.

Conversion and Continuation Options. (ai) The Borrower Representative may elect from time to time to convert Eurodollar Term SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefor and the Class of the Loans); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans or Term SOFR Loans having an Interest Period of nine other than one, two (other than with respect to Term SOFR Loans), three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion Borrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is approved by all of them. Not later than 11:00 a.m. (New York City time), four Business Days before the requested date of such Borrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no ABR Loan may be converted into a Term SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (ii) Any Eurocurrency Loan or Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable notice (which notice shall specify the Class of Loans) to the Administrative Agent telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 12:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 12:00 p.m. (New York City time) on the fourth Business Day preceding the proposed continuation date, in the case of Eurocurrency Loans denominated in Australian Dollars; provided, however, that if the Borrower Representative wishes to request Eurocurrency Loans or Term SOFR Loans having an Interest Period other than one, two (other than with respect to Term SOFR Loans), three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) seven Business Days prior to the requested date of such Borrowing continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to any all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three Business Days before the requested date of such conversion Borrowing continuation, in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 11:00 p.m. (New York City time) four Business Days before the requested date of such Borrowing continuation, in the case of Eurocurrency Loans denominated in Australian Dollars, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, to the extent the Required Lenders provide written notice thereof to the Borrower Representative, no Base Rate Eurocurrency Loan or Term SOFR Loan may be converted to a Eurodollar Loan (i) continued as such when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that with respect to Term SOFR Loans, if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (iii) If the Borrower Representative fails to give a timely notice requesting continuation or conversion from one Type of Loan to another, then the applicable Loans shall, subject to the final proviso to the preceding clause (b), be (i) in the case of ABR Loans, continued as ABR Loans or (ii) in the case of Eurocurrency Loans or Term SOFR Loans, continued as Eurocurrency Loans or Term SOFR Loans, as applicable, with an Interest Period of one month.

Conversion and Continuation Options. (a1) The Borrower Company may elect from time to time to convert Eurodollar portions of outstanding LIBOR Rate Loans made to the Borrower Reference Rate Loans or to Base convert portions of outstanding Reference Rate Loans to LIBOR Rate Loans by giving the Administrative Agent at least two Business Days’ prior Lender irrevocable notice (which may be telephonic) of such election: (i) in the case of LIBOR Rate Loans being converted into Reference Rate Loans, no later than 2:30 p.m. (Los Angeles time) on the date of the proposed conversion, and (ii) in the case of Reference Rate Loans being converted into LIBOR Rate Loans, no later than 11:00 a.m. (Los Angeles time) on the date of the proposed conversion. Any conversion of LIBOR Rate Loans to Reference Rate Loans may only be made on the last day of the applicable Interest Period. No Reference Rate Loan may be converted into a LIBOR Rate Loan if an Event of Default or Potential Default has occurred and is continuing at the requested conversion date. (2) The Borrower Company may elect from time to time to convert Base have outstanding LIBOR Rate Loans made to continued as LIBOR Rate Loans upon the Borrower to Eurodollar Loans expiration of the Interest Period applicable thereto by giving the Administrative Agent at least three Business Days’ prior Lender irrevocable notice (which may be telephonic) of such election no later than 11:00 a.m. (which notice shall specify Los Angeles time) on the length last day of the initial such Interest Period therefor)Period; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base LIBOR Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default or Potential Default has occurred and is continuing and the Administrative Agent or the Majority Lenders havecontinuing, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans but shall be automatically converted automatically to Base a Reference Rate Loans Loan on the last day of the Interest Period applicable thereto. If the Company shall fail to give notice of its election to continue a LIBOR Rate Loan as a LIBOR Rate Loan as provided above, the Company shall be deemed to have elected to convert such then expiring LIBOR Rate Loan to a Reference Rate Loan on the last day of the applicable Interest Period. . (3) Each telephonic notice request for the conversion into or continuation of a LIBOR Rate Loan shall be evidenced by the Borrower pursuant to this Section 2.9 must be confirmed promptly timely delivery by delivery the Company to the Administrative Agent Lender of a written Borrowing duly executed Loan Request appropriately completed and signed (which delivery may be by a Responsible Officer facsimile transmission) or, but only with the prior agreement of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLender, telephonically.

Conversion and Continuation Options. (a) The A Borrower may elect from time to time to convert Eurodollar Loans made to the such Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The A Borrower may elect from time to time to convert Base Rate Loans made to the such Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the a Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the such Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the a Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the such Borrower. If the any Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The A Borrower may elect to continue any Eurodollar Loan made to the such Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the such Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the a Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the such Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from Borrowers shall have the right at any time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ upon prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonici) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City 12:00 noon, Philadelphia time, four one Business Days Day prior to the requested date of such conversion or continuationconversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable convert any Eurodollar Loan to any of them. Not a Base Rate Loan, (ii) not later than 10:00 A.M. New York City a.m., Philadelphia time, three Business Days before the requested date of such prior to conversion or continuation, to convert any Base Rate Loan into a Eurodollar Loan or to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period and (iii) not later than 10:00 a.m., Philadelphia time, three Business Days prior to conversion, to convert the Administrative Agent shall notify Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case to the Borrower following: (which notice a) a Eurodollar Loan may not be converted at a time other than the last day of the Interest Period applicable thereto; (b) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan; (c) no Eurodollar Loan may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that continued as such 48 49 and no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Required Banks have determined in its or their sole discretion that such a continuation is not to permit such conversions or appropriate; (iid) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent any portion of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will that cannot be deemed to have specified an converted into or continued as a Eurodollar Loan by reason of paragraph 2.26(b) or 2.26(c) be converted at the end of the Interest Period of one month. Upon receipt in effect for such Loan to a Base Rate Loan; (e) on the last day of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such for Eurodollar Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail Borrowers have failed to give any required notice of conversion or continuation as described above in this paragraph subsection or if such conversion or continuation is not permitted pursuant to the preceding provisosubsection 2.21(d), such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice request by the Borrower pursuant Borrowers to this Section 2.9 must convert or continue a Loan shall constitute a representation and warranty that no Default shall have occurred and be confirmed promptly continuing. Accrued interest on a Loan (or portion thereof) being converted shall be paid by delivery to the Administrative Agent Borrowers at the time of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofconversion.

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Term SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefor and the Class of the Loans); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans or Term SOFR Loans having an Interest Period of nine other than one, two (other than with respect to Term SOFR Loans), three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion Borrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is approved by all of them. Not later than 11:00 a.m. (New York City time), four Business Days before the requested date of such Borrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no ABR Loan may be converted into a Term SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Loan or Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable notice (which notice shall specify the Class of Loans) to the Administrative Agent telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 12:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 12:00 p.m. (New York City time) on the fourth Business Day preceding the proposed continuation date, in the case of Eurocurrency Loans denominated in Australian Dollars; provided, however, that if the Borrower Representative wishes to request Eurocurrency Loans or Term SOFR Loans having an Interest Period other than one, two (other than with respect to Term SOFR Loans), three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) seven Business Days prior to the requested date of such Borrowing continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to any all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three Business Days before the requested date of such conversion Borrowing continuation, in the case of Term SOFR Loans or Eurocurrency Loans denominated in Euros or 11:00 p.m. (New York City time) four Business Days before the requested date of such Borrowing continuation, in the case of Eurocurrency Loans denominated in Australian Dollars, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, to the extent the Required Lenders provide written notice thereof to the Borrower Representative, no Base Rate Eurocurrency Loan or Term SOFR Loan may be converted to a Eurodollar Loan (i) continued as such when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that with respect to Term SOFR Loans, if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (c) If the Borrower Representative fails to give a timely notice requesting continuation or conversion from one Type of Loan to another, then the applicable Loans shall, subject to the final proviso to the preceding clause (b), be (i) in the case of ABR Loans, continued as ABR Loans or (ii) in the case of Eurocurrency Loans or Term SOFR Loans, continued as Eurocurrency Loans or Term SOFR Loans, as applicable, with an Interest Period of one month.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the Borrowers) may elect from time to time to convert Eurodollar EurocurrencyTerm Benchmark Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable written notice (which may be telephonic) of such electionelection substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), three (3) Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar EurocurrencyTerm Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which may be telephonic) of such election substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, howeverfurther, that if the Borrower Representative wishes to request Eurodollar EurocurrencyTerm Benchmark Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. 12:00 p.m. (New York City time, four ) three (3) Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 12:00 p.m. (New York City time), three two (2) Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Representative whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, no Base Rate ABR Loan may be converted to into a Eurodollar EurocurrencyTerm Benchmark Loan (i) when any a bankruptcy or payment Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If the Lenders thereofBorrower Representative fails to give a timely notice requesting any conversion from one Type of Loan to another, then the applicable Loans shall be continued as, or converted to, EurocurrencyTerm Benchmark Loans with a one-month Interest Period. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable EurocurrencyTerm Benchmark Loans. (b) The Borrower Any EurocurrencyTerm Benchmark Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the Borrowers) giving irrevocable written notice (which may be telephonic) to the Administrative Agent , substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in accordance with the applicable provisions appropriately completed and signed by a Responsible Officer of the term “Interest Period” set forth Borrower Representative, no later than 2:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in Section 1.1the case of EurocurrencyTerm Benchmark Loans; provided, of further that, to the length of extent the next Interest Period Required Lenders provide written notice thereof to be applicable to such Loansthe Borrower Representative, provided that no Eurodollar EurocurrencyTerm Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and continuing; provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this paragraph or paragraph, such Loans shall be automatically continued as EurocurrencyTerm Benchmark Loans with a one-month Interest Period on the last day of such then expiring Interest Period, and if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then then-expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.