Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date; provided, that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided, that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent in the form of the length of the next Interest Period to be applicable to such Eurodollar LoanExhibit G, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided provided, that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, continuations; provided further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 12:00 P.M., Central time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Subject to its obligations pursuant to Subsection 4.12(c)Section 2.15, the Borrower may elect from time to time to convert outstanding ABR Loans of a given Tranche from to Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable which notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt ) in a Notice of any Conversion/Continuation of such notice election no later than 12:00 P.M., Central time, (i) three Business Days prior to the Administrative Agent shall promptly notify each affected Lender thereof. All or any part date of outstanding the requested conversion, in the case of Eurodollar Loans denominated in Dollars, and (ii) four Business Days (or ABR five Business Days in the case of a Special Notice Currency) prior to the date of the requested conversion, in the case of Eurodollar Loans may be converted as provided hereindenominated in Alternative Currencies; provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case continuing. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.15, any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent by no later than 12:00 P.M., Central time, (i) three Business Days prior to the date of the length requested continuation, in the case of Eurodollar Loans denominated in Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the next Interest Period to be applicable to requested continuation, in the case of Eurodollar Loans denominated in Alternative Currencies, and provided that such Eurodollar Loan, determined notice is otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1Section 1.1 and specifies the length of the next Interest Period to be applicable to such Loans; provided further that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, continuing; provided further that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and any or all of the then outstanding Eurodollar Loans denominated in an Alternative Currency shall be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made 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 applicable Maturity DateBorrower is in existence, and provided, further, that (i) if the Borrower shall fail to give any required notice as described above in this clause paragraph or to specify any Interest Period in any such notice, such Loans shall be continued as Eurodollar Loans with an Interest Period of one month, or (bii) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Daily Simple SOFR Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two Business Days (or time, on the proposed Daily Simple SOFR Conversion Date, provided that any such shorter period as conversion of Daily Simple SOFR Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Daily Simple SOFR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third (3rd) Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by conversion date, the Administrative Agent in its reasonable discretion“ABR Conversion Date”) prior to such election. Any such (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Daily Simple SOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Daily Simple SOFR Loan or Euribor Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided Section 1.1 (the date of such continuation, the “Continuation Date”), of the length of the next Interest Period applicable to such Loans, provided, that no Eurodollar Daily Simple SOFR Loan or Euribor Rate Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso proviso, any such Eurodollar Daily Simple SOFR Loans denominated in the Base Currency shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period, and any such Euribor Rate Loans denominated in the Optional Currency shall as of the last day of such then expiring Interest Period bear interest at such rate as the Administrative Agent determines adequately reflects the costs (including a comparable margin to that set forth herein) to the Lenders of maintaining such Loans. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Borrowers may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by having the Borrower giving Borrowers’ Representative give the Administrative Agent at least one Business Day’s prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower Borrowers’ Representative may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days’ prior to irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or and ABR Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrowers’ Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the applicable Maturity Date, Termination Date and provided, further, that if the Borrower Borrowers’ Representative shall fail to give any required such notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), The Borrower Representative (on behalf of the Borrower applicable Borrower) may elect from time to time to convert outstanding Loans of a given Tranche (i) from Eurodollar Eurocurrency Loans to ABR Loans outstanding in Dollars, or (ii) BA Equivalent Loans to ABR Loans denominated in Canadian Dollars, by the Borrower Representative giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (election; provided that any such conversion of Eurocurrency Loans or such shorter period as BA Equivalent Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Loans of a given Tranche (x) from ABR Loans outstanding in Dollars to Eurodollar Eurocurrency Loans or (y) from ABR Loans outstanding in Canadian Dollars to BA Equivalent Loans, by the Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days’ prior to irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans or BA Equivalent Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans, BA Equivalent Loans or and ABR Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan or BA Equivalent Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made made, and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan or a BA Equivalent Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Eurocurrency Loan or BA Equivalent 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 applicable Borrower), giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection subsection 1.1; provided that no Eurodollar Eurocurrency Loan or BA Equivalent Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has or the Required Lenders have given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurocurrency Loans made or outstanding in Dollars or BA Equivalent Loans, if the Borrower Representative shall fail to give any required notice as described above in this clause (bsubsection 4.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Eurocurrency Loans or BA Equivalent Loans shall be automatically converted to ABR Loans denominated in Dollars with respect to Eurocurrency Loans and denominated in Canadian Dollars with respect to BA Equivalent Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Eurodollar Loans of a given Tranche from Eurodollar Loans any Class to ABR Loans of such Class by the Borrower giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding ABR Loans of a given Tranche from ABR Loans any Class to Eurodollar Loans, Loans of such Class by the Borrower giving the Administrative Agent irrevocable notice of such election prior to no later than 1:00 P.M., P.M. New York City time at least three time, on the third Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Day prior to such election. Any such the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon by the Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanPeriod, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or and (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to paragraph, the preceding proviso such relevant Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. The Borrower shall have the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 noon, Wilmington time, on the Business Day of conversion, to convert any Eurodollar Loan to a Base Rate Loan, (ii) not later than 12:00 noon, Wilmington time, three Business Days prior to conversion or continuation, to (y) convert any Base Rate Loan into a Eurodollar Loan, or (z) to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period and (iii) not later than 12:00 noon, Wilmington time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case to the following: (a) Subject to its obligations pursuant to Subsection 4.12(c), a Eurodollar Loan may not be converted at a time other than the Borrower may elect from time to time to convert outstanding Loans last day of the Interest Period applicable thereto; (b) any portion of a given Tranche from Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days Loan; (or such shorter period as c) no Eurodollar Loan may be agreed by the Administrative Agent in its reasonable discretion) prior to continued as such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) and no Base Rate Loan may be converted into to a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in and the case Agent or the Required Banks have determined that such a continuation is not appropriate; (d) any portion of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Eurodollar Loan that no such conversions may be made and (ii) no Loan may cannot be converted into or continued as a Eurodollar Loan after by reason of Section 2.18(b) or (c) automatically shall be converted at the date that is one month prior end of the Interest Period in effect for such Loan to the applicable Maturity Date.a Base Rate Loan; and (be) Any Eurodollar Loan may be continued as such upon on the expiration last day of the then current any Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such for Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that Loans if the Borrower shall fail have failed to give any required notice of conversion or continuation as described above in this clause (b) subsection or if such conversion or continuation is not permitted pursuant to the preceding proviso this Section 2.18, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt Accrued interest on a Loan (or portion thereof) being converted shall be paid by the Borrower at the time of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofconversion.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M., Eastern time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Subject to its obligations pursuant to Subsection 4.12(c)Section 2.17, the Borrower may elect from time to time to convert outstanding ABR Loans of a given Tranche from to Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 10:00 A.M., New York City time two Eastern time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable which notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein); provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case continuing. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.17, any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent of by no later than 12:00 P.M., Eastern time, on the length of date occurring three Business Days preceding the next Interest Period to be applicable to such Eurodollar Loan, determined proposed continuation date and otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default continuing; provided further that (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (iii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause paragraph, such Loans shall automatically be continued as Eurodollar Loans with a one month Interest Period on the last day of such then expiring Interest Period, and (bii) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar SOFR Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. one Business Day prior to 1:00 P.M., New York City time two Business Days (or the proposed conversion date; provided that any such shorter period as conversion of SOFR Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, SOFR Loans by the Borrower giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. three U.S. Government Securities Business Days prior to 1:00 P.M., New York City time at least three Business Days the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided that no ABR Loan may be converted into a SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or If no Interest Period is specified with respect to any part SOFR Loans in a Notice of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless Conversion/Continuation delivered by the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in Borrower to the case of any Default (other than a Default under Subsection 9.1(f))Administrative Agent, the Administrative Agent has given notice Borrower shall be deemed to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is have selected an Interest Period of one month prior to the applicable Maturity Datemonth’s duration. (b) Any Eurodollar The Borrower may elect from time to time to continue any SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent prior notice of the length such election in a Notice of the next Interest Period to be applicable to such Eurodollar LoanConversion/Continuation, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such SOFR Loan; provided that no Eurodollar SOFR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and continuing; provided, further, further that (x) if the Borrower shall fail to give any required notice as described above in this clause paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (by) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar SOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 a.m., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 a.m., New York City time at least three time, on the Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. If the Borrower requests a conversion to Eurodollar Loans in any such notice, but fails to specify an Interest Periods thereforPeriod, 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 each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. So long as no Event of Default has occurred and is continuing, if the Borrower requests a continuation of Eurodollar Loans in any such notice, 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 of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two Business Days (or time, on the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans denominated in Dollars or ABR Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; , provided that no Eurodollar Loan denominated in Dollars may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans as on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The applicable Borrower may elect from time to time to convert outstanding Eurocurrency Loans of a given Tranche from Eurodollar Loans that are denominated in Dollars to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 1:30 P.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurocurrency Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 3:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to any Borrower is one month prior to the applicable Maturity Datein existence, and provided, further, that (i) with respect to Eurocurrency Loans denominated in Dollars, if the applicable Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) with respect to Eurocurrency Loans denominated in a currency other than Dollars, (x) if the applicable Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall be continued as Eurocurrency Loans with a three-month Interest Period and (y) if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be subject to a rate of interest determined pursuant to negotiations (for a period of not more than thirty days) between the Administrative Agent and the Parent Borrower with a view to agreeing a substitute basis for determining the rate of interest and, pending such negotiations, the rate of interest on each Revolving Lender’s share of the relevant Foreign Currency Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of (A) the Applicable Margin and (B) the rate notified to the Administrative Agent by that Revolving Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Revolving Lender of funding its participation in that Foreign Currency Loan from whatever source it may reasonably select (which if negative shall be deemed to be zero), and the relevant Revolving Lender shall provide a certificate to the Administrative Agent setting out in reasonable detail how it has calculated such cost, provided that nothing in this clause (y) shall require such Revolving Lender to disclose information that it is prevented from disclosing pursuant to any applicable laws, regulations or confidentiality obligations, and any alternative basis agreed pursuant to the foregoing shall be binding on all Loan Parties; and provided further that any such Eurocurrency Loan is continued in the same currency. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided, that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided, that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in the form of Exhibit J to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; provided , of the length of the next Interest Period to be applicable to such Loans, provided, that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior if an Event of Default specified in clause (i) or (ii) of Section 8.1(f) with respect to the applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuing, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if paragraph such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 a.m., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 a.m., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto) to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans. (c) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. Each telephonic and written Interest Election Request shall specify the following information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the 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 election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar LoanBorrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, determined in accordance with the Interest Period to be applicable provisions thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” set forth in Subsection 1.1; ”. If any such Interest Election Request requests a Eurodollar 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 Lender of the details thereof. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided that no herein, at the end of such Interest Period such Borrowing shall be converted to a Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when Borrowing with an Interest Period of one month’s duration. Notwithstanding any Default or contrary provision hereof, if an Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to Agent, at the Borrower that request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default is continuing (i) no such continuations outstanding Borrowing may be made converted to or continued as a Eurodollar Borrowing and (ii) after the date that is one month prior to the applicable Maturity Dateunless repaid, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such each Eurodollar Loans Borrowing shall be automatically converted to an ABR Loans on Borrowing at the last day end of such then expiring the Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofPeriod applicable thereto.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Term Benchmark Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.substantially in the form of Exhibit H no later than 10:00 A.M., New York City time two three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the proposed conversion date; provided that any such electionconversion 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 outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Term Benchmark Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a Term Benchmark Loan when any Event of Default or Interest Periods thereforDefault has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, substantially in the form of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined Exhibit H hereto in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loan; provided that no Eurodollar Term Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Event of Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) Section 2.8 or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans Loan shall be automatically converted to an ABR Loans Loan on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender the Lenders thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender the Lenders thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time two time, the Business Days (or Day of conversion; provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein); provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case their sole discretion not to permit such conversions. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, provided further that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as Eurodollar Loans, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Any applicable Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to any Borrower is one month prior to the applicable Maturity Datein existence, and provided, further, that (i) if the applicable Borrower shall fail to give any required notice as described above in this clause paragraph or to specify any Interest Period in any such notice, such Loans shall be continued as Eurodollar Loans with an Interest Period of one month, or (bii) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.by submitting an Interest Election Request no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans which Interest Election Request shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; ), provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such Interest Election Request the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice by submitting an Interest Election Request to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that if a Specified Event of Default is one month prior to the applicable Maturity Datein existence, and provided, further, that if the Borrower shall fail to give any required notice Interest Election Request as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), Interest Election Request the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made 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 applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.. LOSANGELES 618830 v1 (2K)

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)subsection 4.15, the Borrower Borrowers may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior election, to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed received by the Administrative Agent in its reasonable discretion) prior to such election12:00 noon at least three Business Days prior to the proposed conversion date. The Borrower Borrowers may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time 12:00 noon at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor. Such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion shall be made when any Event of Default has occurred and is continuing and the Required Lenders have, by written notice to the Borrowers (or such shorter period as may be agreed by with a copy to the Administrative Agent in its reasonable discretion) prior to Agent), determined that such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods thereforis not appropriate. 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 outstanding Eurodollar Loans or ABR Loans (other than Swing Line Loans) may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Rate Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case 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 Default (other than one Interest Period shall be at least $1,000,000 or a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Datewhole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrowers giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andand the Required Lenders have, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given by written notice to the Borrower Borrowers (with a copy to the Administrative Agent), determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on final Installment Payment Date of the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two Business Days (or time, on the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans (other than Eurodollar Loans denominated in an Alternate Currency) to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior election, which may be given by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to 1:00 P.M.the Administrative Agent of a Committed Loan Notice) no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date; provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior which may be given by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to 1:00 P.M.the Administrative Agent of a Committed Loan Notice) no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided It is understood and agreed that (i) (unless the Required Lenders otherwise consent) no only a Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, denominated in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions Dollars may be made and (ii) no Loan may be in the form of, or converted into into, a Eurodollar Loan after the date that is one month prior to the applicable Maturity DateBase Rate Loan. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; provided, that if such continuation is not permitted pursuant to the Borrower that no preceding proviso such continuations may Eurodollar Loans shall be made or (ii) after automatically converted to Base Rate Loans on the date that is one month prior to the applicable Maturity Date, last day of such then expiring Interest Period and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause paragraph (b) or if such continuation is not permitted pursuant to the preceding proviso ), such Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having an Interest Period of one (1) month on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to no later than 1:00 P.M., P.M. New York City time at least three time, on the third Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Day prior to such election. Any such the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon by the Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanPeriod, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or and (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to paragraph, the preceding proviso such relevant Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)subsection 4.12, the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable ir- revocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.p.m., New York City time two time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such electionthe proposed conversion date. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.p.m., New York City time time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor. Such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion shall be made when any Event of Default has occurred and is con- tinuing and the Required Lenders have, by written notice to Borrower, de- termined that such conversion is not appropriate. Upon receipt of any such notice no- t▇▇▇ pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar the out- standing Loans or ABR Loans (other than Swing Line Loans) may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Rate Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the re- sulting Eurodollar Loans outstanding in respect of any Default (other than one Interest Period shall be at least $1,000,000 or a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Datewhole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration ex- piration of the then current Interest Period with respect thereto by the Borrower Bor- rower giving notice to the Administrative Agent Agent, in accordance with the ap- plicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1Loans; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andand the Required Lend- ers have, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given by written notice to the Borrower Borrower, determined that no such continuations may a continua- tion is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on final Tranche B Installment Payment Date in the last day case of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Owner Trustee may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans Holder Advances to ABR Loans Holder Advances by the Borrower giving the Administrative Agent (on behalf of the Holders) at least three (3) Business Days’ prior irrevocable notice of such election prior election, provided, that any such conversion of Eurodollar Holder Advances may only be made on the last day of an Interest Period with respect thereto, and provided, further, to 1:00 P.M.the extent an Event of Default has occurred and is continuing on the last day of any such Interest Period, New York City time two Business Days (or such shorter period as may the applicable Eurodollar Holder Advance shall automatically be agreed by converted to an ABR Holder Advance. Subject to Section 3.4(a) and 3.7(c), the Administrative Agent in its reasonable discretion) prior to such election. The Borrower Owner Trustee may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans Holder Advances to Eurodollar Loans, Holder Advances by the Borrower giving the Administrative Agent (on behalf of the Holders) at least three (3) Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans Holder Advances shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent (on behalf of the Holders) shall promptly notify each affected Lender Holder thereof. All or any part of outstanding Eurodollar Loans Holder Advances or ABR Loans Holder Advances may be converted as provided herein; provided , provided, that (i) (unless the Required Lenders otherwise consent) no Loan ABR Holder Advance may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan Holder Advance after the date that is one (1) month prior to the applicable Maturity Date. Expiration Date and (bii) Any Eurodollar Loan may be continued as such upon notice of conversion shall contain an election by the expiration Owner Trustee of the then current an Interest Period with respect thereto for such Eurodollar Holder Advance to be created by the Borrower giving notice to the Administrative Agent of the length of the next such conversion and such Interest Period to shall be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions terms of the definition of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such including without limitation subparagraphs (iA) through (unless the Required Lenders otherwise consentD) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two on the Business Days Day preceding the proposed conversion date (or such shorter period as which notice may be agreed given by telephone); provided that any such conversion of Eurodollar Loans may only be made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three on the third Business Days Day preceding the proposed conversion date (or such shorter period as which notice may be agreed given by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans telephone and shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Each telephonic notice by the Borrower pursuant to this Section 2.6(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to (which notice may be applicable to such Eurodollar Loangiven by telephone), determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Revolving Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.6(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar that are LIBOR Loans to ABR Loans Base Rate Loans, by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or in such shorter period form as may be agreed approved by the Administrative Agent in its reasonable discretion(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) prior to appropriately completed and signed by a Responsible Officer; provided that any such electionconversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, LIBOR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days’ prior to irrevocable notice of such election. Any such notice of conversion to Eurodollar LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar LIBOR Loans or ABR and Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Banks have determined to not permit such a conversion; (unless the Required Lenders otherwise consentii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened; and (iii) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan Loans that are LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving at least three Business Days’ prior irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection subsection 1.1, of 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Banks have determined to the Borrower that no not permit such continuations may a continuation; (ii) if, after giving effect thereto, subsection 2.8 would be made contravened; or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 12:00 P.M., New York City time two three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; , provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. The Company (aon its behalf and on behalf of any other Borrower) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding all or any part of the Loans denominated in dollars of one Type constituting the 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 a given Tranche from Eurodollar Loans to ABR Loans the same Type and in the same currency, by the Borrower giving the Administrative Agent at least two Domestic Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, which in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has notice of continuation of a Eurocurrency Loan shall be given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Loans); provided provided, however, that (i) any conversion of Eurocurrency Loans into ABR Loans shall be made only on the last day of an Interest Period with respect thereto, (ii) no Eurodollar ABR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing andand the Administrative Agent or the Majority Banks have determined in its or their sole discretion not to permit such conversions, in the case and (iii) no Eurocurrency Loan may be continued as such when any Event of any Default (other than a Default under Subsection 9.1(f)), has occurred and is continuing and the Administrative Agent has given notice or the Majority Banks have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, continuation; and provided, furtherfurther that, that if in connection with a continuation of Eurocurrency Loans, the Borrower Company shall fail to give any required notice as described above in this clause (b) paragraph or if such a continuation is not permitted pursuant to the preceding proviso this clause (iii), such Eurodollar Loans shall shall, if denominated in dollars, be automatically converted to 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 such notice of conversion or continuation shall, within the restrictions specified above, specify (A) the date of such conversion or continuation, (B) the dollar denominated Loans to be converted or continued, and (C) if such conversion is into Eurocurrency Loans, the duration of the initial 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 pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Term SOFR Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 10:00 A.M., New York City time two Business Days (or time, on the proposed conversion date, provided that any such shorter period as conversion of Term SOFR Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Term SOFR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third U.S. Government Securities Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Term SOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Term SOFR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior if an Event of Default specified in Section 8(d) with respect to the applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans continued as a Term SOFR Loan with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior if an Event of Default specified in clause (i) or (ii) of Section 7(f) with respect to the applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (which notice must be received by the Administrative Agent prior to 1:00 P.M.11:00 a.m., New York City time two Business Days (or time), provided that any such shorter period as may be agreed by conversion of Eurodollar Loans is subject to the Administrative Agent in its reasonable discretion) prior to such electionterms of subsection 4.14. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election (which notice must be received by the Administrative Agent prior to 1:00 P.M.11:00 a.m., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretiontime) prior to of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or and ABR Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with clause (ii) of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the applicable Maturity Date, Termination Date and provided, further, that if the Borrower shall fail to give any required such notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso permitted, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Any Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior election, which may be given by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to 1:00 P.M.the Administrative Agent of a Loan Notice. Each Loan Notice must be received by the Administrative Agent no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; ), provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the Administrative Agent or the Majority Lenders have determined in the case its or their sole discretion not to permit such conversions. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such Loan Notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent (which may be given by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loana Loan Notice), determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the any Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), Loan Notice the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Revolving Credit Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Revolving Credit Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Revolving Credit Loans by the Borrower giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Revolving Credit Loans or ABR and Base Rate Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), unless the Administrative Agent has given notice to or the Borrower Required Banks have determined that no such conversions may be made and a conversion is appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.12 shall not have been contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan Revolving Credit Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Banks have determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.12 would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if . If the Borrower Company shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Eurocurrency Loans of a given Tranche from Eurodollar Loans that are denominated in Dollars to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurocurrency Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made 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 applicable Maturity DateBorrower is in existence, and provided, further, that (i) with respect to Eurocurrency Loans denominated in Dollars, if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) with respect to Eurocurrency Loans denominated in a currency other than Dollars, (x) if the Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall be continued as Eurocurrency Loans with a three-month Interest Period and (y) if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be due and payable on the last day of the then-current Interest Period; and provided further that any such Eurocurrency Loan is continued in the same currency. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 substantially in the form of Exhibit I no later than 2:00 P.M., New York City time two Business Days (or London time, on the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 2:00 P.M., New York City time at least three London time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default or Interest Periods thereforDefault has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving irrevocable notice to the Administrative Agent Agent, substantially in the form of Exhibit I hereto 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Event of Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower Company shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit G, of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third (3rd) Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; ), provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the Administrative Agent or the Required Lenders have determined in the case its or their sole discretion not to permit such conversions. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed continuation date to the Administrative Agent of Agent, in substantially the length of the next Interest Period to be applicable to such Eurodollar Loanform attached hereto as Exhibit G, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), The Borrower Representative (on behalf of the Borrower Borrowers) may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Eurocurrency Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable written notice of such election prior to 1:00 P.M., New York City time two Business Days (substantially in the form of Exhibit H or such shorter period other form as may be agreed approved by the Administrative Agent in its reasonable discretion(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 such electionthe proposed conversion date. The Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable written notice of such election prior to 1:00 P.M., New York City time at least three Business Days (substantially in the form of Exhibit H or such shorter period other form as may be agreed approved by the Administrative Agent in its reasonable discretion) prior to such election. Any such (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 of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided, further, 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 Periods thereforPeriod,” the applicable notice must be received by the Administrative Agent not later than 12:00 p.m. (New York City time) three (3) Business Days prior to the requested date of such 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 12:00 p.m. (New York City time), two (2) Business Days before the requested date of such Borrowing conversion, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period has been consented to by all the Lenders; provided, further that, no ABR Loan may be converted into a Eurocurrency Loan when a bankruptcy or payment Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All If the Borrower 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 any part of outstanding Eurodollar converted to, Eurocurrency Loans or with a one-month Interest Period. Any such automatic conversion to ABR Loans may shall be converted effective as provided herein; provided that (i) (unless of the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event last day of Default has occurred and is continuing and, the Interest Period then in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior effect with respect to the applicable Maturity DateEurocurrency Loans. (b) Any Eurodollar 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 written notice 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), appropriately completed and signed by a Responsible Officer of the length Borrower Representative, no later than 2:00 p.m. (New York City time) on the third Business Day preceding the proposed continuation date in the case of Eurocurrency Loans; provided, further that, to the next Interest Period extent the Required Lenders provide written notice thereof to be applicable to such Eurodollar Loanthe Borrower Representative, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and continuing; provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this clause (b) or paragraph, such Loans shall be automatically continued as Eurocurrency 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 proviso, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then then-expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 10:00 A.M., New York City time two Eastern time, on the Business Days Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto (or it being understood and agreed that the Borrower may convert any such shorter period Eurodollar Loans on another date as may be agreed by long as the Administrative Agent in its reasonable discretion) prior to such electionBorrower makes any payments required under Section 2.18). The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans (other than Swing Loans) to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 10:00 A.M., New York City time at least three Eastern time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Subject to Sections 2.14 and 2.16, any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice in a Notice of Conversion/Continuation to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, continuing; and provided, provided further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), Each of the Borrower Borrowers may elect from time to time to convert outstanding (i) Eurocurrency Loans of a given Tranche from Eurodollar Loans denominated in Dollars to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.not later than 11:00 A.M., New York City time two time, one Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Day prior to the date of conversion, provided that any such election. The Borrower conversion of Eurocurrency Loans may elect from time to time to convert outstanding Loans only be made on the last day of a given Tranche from an Interest Period with respect thereto and (ii) ABR Loans to Eurodollar Loans, Eurocurrency Loans denominated in Dollars by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans which shall specify the length of the initial Interest Period therefor) not later than 11:00 A.M., New York City time, three Business Days prior to the date of conversion, which notice, in each case of clause (i) and (ii), may be given by (A) telephone or Interest Periods therefor. Upon receipt of (B) a Conversion/Continuation Notice; provided that any such telephonic notice must be confirmed promptly by delivery to the Administrative Agent shall promptly notify each affected Lender thereofof Conversion/Continuation Notice. All or any part of outstanding Eurodollar Loans or No ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such Conversion/Continuation Notice the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent (which notice may be given by (i) telephone or (ii) a Conversion/Continuation Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loana Conversion/Continuation Notice), determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Eurocurrency Loan denominated in Dollars may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the any Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and, if any Borrower shall fail to give such notice of continuation of a Multicurrency Loan, such Multicurrency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)Conversion/Continuation Notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)subsection 4.15, the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior election, to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed received by the Administrative Agent in its reasonable discretion) prior to such election12:00 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 (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time 12:00 noon at least three Business Days (or such shorter period as prior to the proposed conversion date, specifying the Interest Period selected therefor; provided that no conversion date may be agreed earlier than the fifth Business Day subsequent to the Closing Date without the Arrangers’ consent. Such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion shall be made when any Event of Default has occurred and is continuing and the Required Lenders have, by the Administrative Agent in its reasonable discretion) prior written notice to Borrower, determined that such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods thereforis not appropriate. 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 outstanding Eurodollar Loans or ABR Loans (other than Swing Line Loans) may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Rate Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case 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 Default (other than one Interest Period shall be at least $1,000,000 or a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Datewhole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andand the Required Lenders have, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on final Installment Payment Date of the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent at least one Business Day's prior irrevocable telephonic notice (promptly confirmed in writing) of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing or Interest Periods therefor(ii) after the date that is one month prior to the maturity date of the Term Loan Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datefinal scheduled termination or maturity date of the Term Loan Facility, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.by 11:00 A.M., New York City time two Dallas, Texas time, three Business Days (or preceding the day on which such shorter period as conversion is to occur; provided that any such conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving prior irrevocable notice to the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.by 11:00 A.M., New York City time at least Dallas, Texas time, three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such conversion (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, continuations; and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided, that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided, that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in the form of Exhibit J to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; provided , 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior if an Event of Default specified in clause (i) or (ii) of Section 8.1(f) with respect to the applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to into ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election 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 Company may elect from time to time to convert all or a portion of the ABR Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loanstime, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) , and, if no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing andcontinuing, in such conversion shall be made on the case requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any Default (other than a Default under Subsection 9.1(f))notice pursuant to this subsection 5.3, the Administrative Agent has given notice to shall promptly, but in any event by 3:00 P.M., New York City time, notify each Lender thereof. All or any part of the Borrower that no such conversions may be made and outstanding Loans (iiother than Swing Line Loans) no Loan may be converted into 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 Loan after the date that is Loans outstanding in respect of any one month prior to the applicable Maturity DateInterest Period shall be at least $1,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any So long as no Default or Event of Default has occurred and is continuing, the Company may elect from time to time to continue Eurodollar Loan may be continued as such Loans upon the expiration of the then current Interest Period with respect thereto to such Eurodollar Loans by the Borrower giving notice to the Administrative Agent irrevocable notice of such election, to be received by the length Administrative Agent prior to 1:00 P.M., New York City time, at least three Business Days prior to the end of such Interest Period, in each case specifying the next new Interest Period to be applicable to such Eurodollar Loanselected therefor, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andcontinuing, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans become effective on the last day of such then expiring Interest Period. Upon receipt of any If the Company fails to 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 last day of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofsuch Interest Period.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Borrowers may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Designated Borrower giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to 35 29 convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Designated Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days' prior to irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR and Base Rate Loans may be converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such conversions may be made a conversion and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (i) the applicable Maturity Revolving Credit Termination Date, with respect to the Tranche A Loans and (ii) the Tranche B Termination Date, with respect to the Tranche B Term Loans. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Designated Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made a continuation or (ii) after the date that is one month prior to (A) the applicable Maturity Revolving Credit Termination Date, with respect to the Tranche A Loans or (B) the Tranche B Termination Date, with respect to the Tranche B Term Loans, and provided, further, that if the Designated Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Any Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to it to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans made to it to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that if an Event of Default specified in clause (i) or (ii) of Section 7(g) with respect to any Borrower is one month prior to the applicable Maturity Datein existence, and provided, further, that if the applicable Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Borrowers may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower Company giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days Day (or such shorter period later time as may be agreed to by the Administrative Agent in its reasonable sole discretion) prior to immediately preceding the proposed conversion date, provided that any such electionconversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower Company giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day (or such shorter period later time as may be agreed by the to be Administrative Agent in its reasonable sole discretion) prior to such election. Any such immediately preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower Company shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior pursuant to 1:00 an Interest Election Request no later than 2:00 P.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 2:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next pursuant to an Interest Period to be applicable to such Eurodollar LoanElection Request, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.substantially in the form of Exhibit H-5 no later than 12:00 Noon, New York City time at least three time, on the third (3rd) Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan in excess of one month when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan in excess of one month under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, . that (i) if the Borrower shall fail to give any required notice as described above in this clause paragraph or (bii) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days' prior to irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or and ABR Loans may be converted as provided herein; provided , PROVIDED that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided PROVIDED that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the applicable Maturity Termination Date, and providedPROVIDED, furtherFURTHER, that if the Borrower shall fail to give any required such notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso permitted, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has determined in its or Interest Periods therefortheir sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default of a type specified in Section 8(a), 8(c) or 8(g) or an Event of Default as a result of any non-compliance with Section 6.1(a) or (b) has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent at least one Business Day prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or election; provided that any such shorter period as conversion of Eurodollar Loans may be agreed by made only on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 noon, New York City time at least time, three Business Days prior thereto (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or Interest Periods thereforthe Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of the Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or If no election as to the Type of Loans is specified in the applicable notice, then the requested Loans shall be Base Rate Loans. If no Interest Period with respect to any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when is specified in any Default or Event of Default has occurred and is continuing andsuch notice, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to then the Borrower that no such conversions may shall be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is deemed to have selected an Interest Period of one month prior to the applicable Maturity Datemonth’s duration. (b) Any The Borrower may elect to continue any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loan; provided that no Eurodollar Loan under the Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice has, or the Required Lenders have, determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, final scheduled termination or maturity date of the Facility; and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall be converted automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect ----------------------------------- from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice no later than 8:00 A.M., San Francisco time, one Business Day prior to the effectiveness of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided -------- that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice no later than 8:00 A.M., San Francisco time, three Business Days prior to the effectiveness of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no -------- Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanRevolving Loans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of -------- Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall -------- ------- fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)subsection 5.12, the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time two time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such electionthe proposed conversion date. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period selected therefor, and, if no Default or Interest Periods thereforEvent of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 5.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans (other than Swing Line Loans) may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case 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 Default (other than one Interest Period shall be at least $1,000,000 or a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Datewhole multiple of $500,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 5.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on final Installment Payment Date of the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The applicable Borrower may elect from time to time to convert outstanding Eurocurrency Loans of a given Tranche from Eurodollar Loans that are denominated in Dollars to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 12:00 P.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurocurrency Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to any Borrower is one month prior to the applicable Maturity Datein existence, and provided, further, that (i) with respect to Eurocurrency Loans denominated in Dollars, if the applicable Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) with respect to Eurocurrency Loans denominated in a currency other than Dollars, (x) if the applicable Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall be continued as Eurocurrency Loans with a three-month Interest Period and (y) if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be due and payable on the last day of the then-current Interest Period; and provided further that any such Eurocurrency Loan is continued in the same currency. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; ), provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case continuing. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to shall promptly notify each relevant Lender of the applicable Maturity DateClass thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuing, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender of the applicable Class thereof.

Conversion and Continuation Options. (a) Subject A Borrower may elect from ----------------------------------- time to its obligations pursuant time to Subsection 4.12(c)convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., Local Time, on the third Business Day preceding 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. A Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar ABR Loans to ABR Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower giving the Administrative Agent irrevocable which notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under the Facility -------- may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the such Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided -------- that no Eurodollar Eurocurrency Loan under the Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the such Borrower shall -------- ------- fail to give any required notice as described above in this clause (b) paragraph such Loans shall be automatically converted to Eurocurrency Loans with an Interest Period of one month or if such continuation is not otherwise permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans Loans, in each case on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.in the form of Exhibit H-2 no later than 12:00 Noon, New York City time two time, one Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Day prior to the effective date thereof, PROVIDED that any such electionconversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M.in the form of Exhibit H-2 no later than 12:00 Noon, New York City time at least time, three Business Days (or such shorter period as prior to the effective date thereof, PROVIDED that no Base Rate Loan under a particular Facility may be agreed by converted into a Eurodollar Loan 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 reasonable discretion) prior or their sole discretion not to permit such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods thereforconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent in the form of Exhibit H-2, and 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided PROVIDED that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and providedPROVIDED, furtherFURTHER, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least time, three Business Days preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)subsection 4.12, the Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time two time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such electionthe proposed conversion date. The Borrower Company may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) , and, if no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing andcontinuing, in such conversion shall be made on the case requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any Default (other than a Default under Subsection 9.1(f))notice pursuant to this subsection 4.2, the Administrative Agent has given notice to shall promptly notify each Lender thereof. All or any part of the Borrower that no such conversions may be made and outstanding Loans (iiother than Swing Line Loans) no Loan may be converted into as provided herein, provided that partial conversions of Alternate Base 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 Loan after the date that is Loans outstanding in respect of any one month prior to the applicable Maturity DateInterest Period shall be at least $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower Company, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on date of the last day final installment of such then expiring Interest Period. Upon receipt principal of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)The Borrower, on behalf of all of the Borrower Co-Borrowers, may elect from time to time to convert outstanding Formula-Based Revolving Loans of a given Tranche from that are Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior no later than 10:00 A.M., Pacific time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Formula-Based Revolving Loans that are Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Subject to 1:00 P.M.Section 2.17, New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower Borrower, on behalf of all of the Co-Borrowers, may elect from time to time to convert outstanding ABR Loans of a given Tranche from ABR that are Formula-Based Revolving Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 10:00 A.M., New York City time at least three Pacific time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein); provided that (i) upon the occurrence of a Liquidity Event, each then outstanding Formula-Based Revolving Loan that is a Eurodollar Loan will be deemed to be converted automatically into an ABR Loan at the end of the Interest Period applicable to such Eurodollar Loan (unless the Required Lenders otherwise consentCo-Borrowers repay such Eurodollar Loan at the end of such Interest Period in accordance with the terms hereof), and (ii) no ABR Loan that is a Formula-Based Revolving Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in or during the case existence of a Liquidity Event. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.17, any Formula-Based Revolving Loan that is a Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Borrower, on behalf of all of the length of the next Interest Period to be applicable to such Eurodollar LoanCo-Borrowers, determined giving irrevocable notice in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.Notice of

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Eurocurrency Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the third Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as may conversion of Eurocurrency Loans that is not made on the last day of an Interest Period with respect thereto shall be agreed by the Administrative Agent in its reasonable discretion) prior subject to such electionSection 2.15(g). The Borrower Company may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Eurocurrency Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless and the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity DateCompany. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1, of the length of the next Interest Period(s) to be applicable to such Loans; provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after and the date that is one month prior to Administrative Agent shall notify the applicable Maturity 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 clause (b) or if paragraph such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans Loan shall be automatically converted to continued as a Eurocurrency Loan or an ABR Loans Loan, as applicable, on the last day of such then expiring Interest Period and, in the case of any Eurocurrency Loan, shall have an Interest Period of the same duration as such expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b(or any such automatic continuation), the Administrative Agent shall promptly notify each affected Lender thereofand the Company.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior by 8:00 A.M., Los Angeles, California time, three Business Days' preceding the day on which such conversion is to 1:00 P.M.occur, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving prior irrevocable notice to the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.by 8:00 A.M., New York City time at least Los Angeles, California time, three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Days' prior to such election. Any such conversion (which notice of conversion to Eurodollar Loans shall 36 31 specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower The Company may elect from time to time to convert outstanding Term Benchmark Loans of a given Tranche from Eurodollar Loans to into ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 12:00 Noon, New York City time, at least three (3) Business Days prior to the proposed conversion date, provided that any such conversion of Term Benchmark Loans shall only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert all or a portion of the ABR Loans then outstanding to Term Benchmark Loans by giving the Administrative Agent irrevocable notice of such election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loanstime, by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three (3) Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) , and, if no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing andcontinuing, in such conversion shall be made on the case requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any Default (other than a Default under Subsection 9.1(f))notice pursuant to this Section 5.3, the Administrative Agent has given notice to shall promptly, but in any event by 2:00 P.M., New York City time, notify each Lender thereof. All or any part of the Borrower that no such conversions may be made and (ii) no Loan outstanding Loans may be converted into as provided herein, provided that partial conversions of Loans shall be in the aggregate principal amount of $1,000,000 or a Eurodollar Loan after whole multiple of $1,000,000 in excess thereof, and the date that is aggregate principal amount of the resulting Term Benchmark Loans outstanding in respect of any one month prior to the applicable Maturity DateInterest Period shall be at least $1,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Eurodollar Loan may be continued So long as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andcontinuing, in the case Company may elect from time to time to continue Term Benchmark Loans upon the expiry of any Default (other than a Default under Subsection 9.1(f)), the then current Interest Period with respect to such Term Benchmark Loans by giving the Administrative Agent has given irrevocable notice of such election, signed by a Responsible Officer of the Company, to be received by the Borrower that no such continuations may be made or Administrative Agent prior to 1:00 P.M., New York City time, at least three (ii3) after the date that is one month Business Days prior to the applicable Maturity Dateend of such Interest Period, and providedin each case specifying the new Interest Period selected therefor, further, provided that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation shall only be made on the last day of an Interest Period with respect thereto. So long as no Default or Event of Default has occurred and is not permitted pursuant to the preceding proviso continuing, such Eurodollar Loans continuation shall be automatically converted to ABR Loans become effective on the last day of such then expiring Interest Period. Upon receipt So long as no Default or Event of any Default has occurred and is continuing, if the Company fails to timely deliver such notice of continuation pursuant with respect to this Subsection 4.2(b)a Term Benchmark Loan, the Administrative Agent such Term Benchmark Loans shall promptly notify each affected Lender thereofbe converted to ABR Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice notice, substantially in the form of Exhibit H, of such election prior no later than the time that a Borrowing Request would be required under Section 2.2 if the Borrower were requesting a borrowing of the Type resulting from such election to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by made on the Administrative Agent in its reasonable discretion) prior to effective date of such election; provided that any such conversion of Eurodollar Loans other than on the last day of an Interest Period with respect thereto shall be subject to Section 2.15. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice notice, substantially in the form of Exhibit H, of such election prior no later than the time that a Borrowing Request would be required under Section 2.2 if the Borrower were requesting a borrowing of the Type resulting from such election to 1:00 P.M., New York City time at least three Business Days be made on the effective date of such election (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion (by prior written notice to the Borrower) not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Subject to Section 2.11, any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice irrevocable notice, substantially in the form of Exhibit H, to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loan, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given or the Required Lenders have determined in its or their sole discretion (by prior written notice to the Borrower that no Borrower) not to permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be NAI-1513061749v11 27 automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit F, of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third (3rd) Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; ), provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the Administrative Agent or the Required Lenders have determined in the case its or their sole discretion not to permit such conversions. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Subject to the final sentence of this Section 2.12(b), any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed continuation date to the Administrative Agent of Agent, in substantially the length of the next Interest Period to be applicable to such Eurodollar Loanform attached hereto as Exhibit F, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Term Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.. The Borrower may provide in a Borrowing Request that, for each Interest Period ending on and after June 14, 2021, the Borrower elects for the then outstanding principal amount of the Term Loans to be automatically continued for an Interest Period of one month and such Borrowing Request shall constitute notice of continuation as required under this Section 2.12(b); provided that (i) the Borrower agrees that if prior to the time of any such continuation any Event of Default has occurred and is continuing or will (immediately after giving effect to such continuation) occur and be continuing, it will immediately notify the Administrative Agent and (ii) prior to the time of any such automatic continuation, unless the Administrative Agent receives written notice to the contrary from the Borrower, the Borrower shall be deemed to certify that no Event of Default has occurred or is continuing

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Base Rate Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, three Business Days (or preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing unless the Administrative Agent and the Required Lenders have determined in their sole discretion to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent 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 Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), unless the Administrative Agent has given notice and the Required Lenders have determined in their sole discretion to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Eurodollar Loans of a given Tranche from Eurodollar Loans any Class to ABR Loans of such Class by the Borrower giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time two Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding ABR Loans of a given Tranche from ABR Loans any Class to Eurodollar Loans, Loans of such Class by the Borrower giving the Administrative Agent irrevocable notice of such election prior to no later than 1:00 P.M., P.M. New York City time at least three time, on the third Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) Day prior to such election. Any such the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Loan may be continued as such upon by the Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanPeriod, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or and (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to paragraph, the preceding proviso such relevant Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.expiring

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Term Benchmark Loans of a given Tranche from Eurodollar (or RFR Loans in accordance with Section 2.17) made to the Borrower to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable written notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time two time, on the third Business Days Day (or such shorter period as may be agreed by and, with respect to RFR Loans, the Administrative Agent in its reasonable discretionfifth Business Day) prior preceding the proposed conversion date; provided that if any Term Benchmark Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to such electionSection 2.21. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans made to Eurodollar Loans, by the Borrower to Term Benchmark Loans (or RFR Loans in accordance with Section 2.17) by giving the Administrative Agent prior irrevocable written notice of such election prior to 1:00 P.M.no later than 12:00 Noon, New York City time at least three time, on the third Business Days Day (or such shorter period as may be agreed by and, with respect to RFR Loans, the Administrative Agent in its reasonable discretionfifth Business Day) prior to such election. Any such preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurodollar Term Benchmark Loan (or RFR Loans in accordance with Section 2.17) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable written notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1Section 1.1 and no later than 12:00 Noon, New York City time, on the third Business Day (and, with respect to RFR Loans, the fifth Business Day) preceding the proposed continuation date, of the length of the next Interest Period to be applicable to such Loans; provided that if any Term Benchmark Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, further, that no Eurodollar Term Benchmark Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may and unless repaid, each Term Benchmark Borrowing shall be made or (ii) after converted to an ABR Borrowing at the date that is one month prior to end of the Interest Period applicable Maturity Date, and provided, further, that if thereto. If the Borrower shall fail to give any required notice as described above in this clause (b) or paragraph such Term Benchmark Loans shall be automatically continued as Term Benchmark Loans having an Interest Period of one month’s duration on the last day of such then-expiring Interest Period and if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Term Benchmark Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c)----------------------------------- subsection 4.12, the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR into Alternate Base Rate Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time two time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such electionthe proposed conversion date. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, New York City time time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period selected therefor, and, if no Default or Interest Periods thereforEvent of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. 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 outstanding Eurodollar Loans or ABR Loans (other than Swing Line Loans) may be converted as provided herein; , provided that (i) (unless partial conversions of Alternate Base Loans shall be in -------- the Required Lenders otherwise consent) no Loan may be converted into aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, Loans outstanding in the case respect of any Default (other than one Interest Period shall be at least $2,000,000 or a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Datewhole multiple of $1,000,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar -------- Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if Revolving Credit Termination Date (in the Borrower shall fail to give any required notice as described above in this clause (bcase of continuations of Revolving Credit Loans) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on final Installment Payment Date of the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time two time, on the Business Days (or Day preceding the proposed conversion date, provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (ba) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection Section 1.1; , of the length of the next Interest Period to be applicable to such Revolving Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made 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 applicable Maturity DateBorrower is in existence, and provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. The Borrower may elect from time to time to convert outstanding Eurodollar Loans of a given Tranche from ABR to Base Rate Loans, and/or to convert Base Rate Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M.election, New York City time at least three Business Days (or provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Loans or ABR and Base Rate Loans may be 44 39 converted as provided herein; , provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice to or the Borrower Required Banks have determined that no such conversions a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 5.15 or the proviso to subsection 2.1(a) shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Revolving Credit Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), and the Administrative Agent has given notice or the Required Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 5.15 or the proviso to the Borrower that no such continuations may subsection 2.1(a) would be made contravened or (iiiii) after the date that is one month prior to the applicable Maturity Revolving Credit Termination Date, and ; provided, further, that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) Subject to its obligations pursuant to Subsection 4.12(c), the The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time two time, on the Business Days (or Day of conversion; provided that any such shorter period as conversion of Eurodollar Loans may only be agreed by made on the Administrative Agent in its reasonable discretion) prior to such electionlast day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans, Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election prior to no later than 1:00 P.M., New York City time at least three time, on the third Business Days Day preceding the proposed conversion date (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein); provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case their sole discretion not to permit such conversions. Upon receipt of any Default (other than a Default under Subsection 9.1(f))such notice, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 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) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, and the Required Lenders have determined in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Datecontinuations, and provided, further, provided further that if the Borrower shall fail to give any required notice as described above in this clause (b) paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as Eurodollar Loans, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.