Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Eurodollar 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, 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election at or before 11:00 A.M. New York City no later than 12:00 P.M., Central time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to Section 2.15, the Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such (which 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 the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided hereinelection no later than 12:00 P.M., provided that Central time, (i) three Business Days prior to the date of the requested conversion, 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 requested conversion, in the case of Eurodollar Loans denominated in Alternative Currencies; provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice, the date that is one month prior to the Termination Date with respect to such LoanAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.15, any Eurodollar Loans 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 AgentAgent by no later than 12:00 P.M., Central time, (i) three Business Days prior to the date of the 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 requested continuation, in the case of Eurodollar Loans denominated in Alternative Currencies, and provided that such notice is otherwise in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of Section 1.1 and specifies the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be converted, Loans; provided further that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, continuing; provided further that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall automatically be automatically converted to Base Rate 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 2:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower Representative may elect from time to time to convert Base Rate outstanding Revolving Credit Loans from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 2:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative 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 Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving three Business Days’ notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has 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 Termination Date with respect to such Loan Date, and provided, further, that if the Borrower Representative shall fail to give such 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 Base Rate 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) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdings that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination applicable Maturity Date with respect and (iii) no Loan denominated in Euro may be converted to such LoanABR Loans. (b) Any Eurodollar Loans 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, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdings that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period and any such Eurodollar Loans denominated in Euro shall be continued as Eurodollar Loans for an additional one month 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) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar 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, 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans to Base Rate Loans, Loans or Cost of Funds Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timein the form attached hereto as Annex II (the "Continuation/Conversion Notice"), on the Business Day immediately preceding the date of the proposed conversion and of such Continuation/Conversion Notice specifying the amount and Type of Loan the date such Conversion is to be convertedmade; provided that, provided that any such conversion Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans or Cost of Funds Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., (in the form of a Continuation/Conversion Notice) prior to 12:30 p.m. (New York City time) at its New York office, on the third three Business Day immediately preceding Days before the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor, as applicable. The Borrower may elect from time to time to Convert Base Rate Loans to Cost of Funds Loans or Convert Cost of Funds Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election (in the form of a Continuation/Conversion Notice) prior to 12:30 p.m. (New York City time) at its New York office, one Business Day before the date of such election. Any such notice of Conversion shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Loans, Base Rate Loans or Cost of Funds Loans may be converted Converted as provided herein; provided that, provided that (i) no Base Rate Loan or Costs of Funds Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted Converted into a Eurodollar Loan after the date that is one month prior to the Termination Date and (ii) no Base Rate Loans or Eurodollar Loans may be Converted into a Cost of Funds Loan (other than Costs of Funds Loans with respect an Interest Period of one day or one or two weeks) after the date that is one month prior to such Loanthe Termination Date. (b) Any Eurodollar Loans or Cost of Funds Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative AgentAgent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 12:30 p.m. (New York City time), at its New York office (x) in the case of Eurodollar Loans, three Business Days before the date such Eurodollar Loans, and (y) in the case of Cost of Funds Loans, one Business Day before the date such Cost of Funds Loans, as applicable, are to be Continued, 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 and of Loans. If the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the relevant Borrower shall fail fails to give such timely notice or if such continuation is not permitted such requesting a Continuation, then the applicable Loans shall be automatically made as, or converted to, Base Rate Loans. Any automatic Conversion to Base Rate Loans on shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans or Cost of Funds Loans. (c) During the existence of an Event of Default, no Loans may be requested as, Converted to or Continued as Eurodollar Loans or Cost of Funds Loans if the Required Lenders or Administrative Agent have reasonably determined that such then expiring Interest Perioda request, Conversion or Continuation is not appropriate.

Conversion and Continuation Options. (a) The Borrower Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 2:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower Representative may elect from time to time to convert Base Rate outstanding Revolving Credit Loans from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 2:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative 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 Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has 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 Termination Date with respect to such Loan Date, and provided, further, that if the Borrower Representative shall fail to give such 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 Base Rate 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) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that if any such conversion of Eurodollar Loans may only be is made on a day which is not the last day of an Interest Period with respect theretothereto such conversion shall be accompanied by payment of any amounts payable pursuant to subsection 2.14. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. Accrued interest on a Eurodollar Loan (or portion thereof) being converted to an ABR Loan shall be paid by the Borrower at the time of conversion. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to scheduled payment date of the final installment of principal of such Loan. (b) Any Eurodollar 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, 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 Loans and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with scheduled payment date of the final installment of principal of the Loans or at any time when any principal or interest in respect to of such Loan is overdue and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the immediately preceding proviso such Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Eurodollar 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, 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Term Loans from Eurocurrency Loans made or outstanding in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans Eurocurrency 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, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Term Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Section 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 then continuing and, in the case of any Default, 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 Termination Date with respect to such Loan Date, and provided, further, that (A) if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this Section 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Prime Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before no later than 11:00 A.M. New York City time, on the at least three LIBOR Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch requested conversion, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Prime Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of no later than 11:00 A.M. at least three LIBOR Business Days prior to such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedrequested conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Prime Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and Agent has determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanMaturity Date. (b) Any Eurodollar 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, 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 Loans and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing and Agent has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Maturity Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted converted, at Agent's election, to Base Prime Rate Loans or one-month Eurodollar Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the time two Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third time at least three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Initial Term Loan Maturity Date with respect to such Loan(in the case of Initial Term Loans) or the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans). (b) Any Eurodollar Loans 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 AgentAgent irrevocable notice of such continuation prior to 1:00 P.M., in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1New York City time three Business Days prior to such continuation, of including the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Section 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 then continuing and, in the case of any Default (other than a Default under Section 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 Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such 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 Base Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurodollarSOFR Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. at or before 11:00 A.M. New York City time, on the least three Business Day immediately preceding the date of Days precedingprior to the proposed conversion and of the amount and Type of Loan to be converted, date; provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election at or before 11:00 A.M., New York City time, no later than 10:00 A.M. on the third thirdthree (3) U.S. Government Securities Business Day immediately preceding the date of precedingDays prior to the proposed conversion and of the amount and Type of Loan to be converted. Any such date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is then continuing and (ii) continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no Loan may be converted into a Eurodollar Loan after the date that Interest Period is one month prior to the Termination Date specified with respect to such Loanany SOFR Loan in a Notice of Conversion/Continuation delivered by the Borrower to the Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable The Borrower may elect from time to time to continue any SOFR Loan by giving the Administrative Agent prior notice of such election in a Notice of Conversion/Continuatio to the Administrative AgentAgentn, 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.“

Conversion and Continuation Options. (a) The Borrower Chrysler may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Chrysler may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender US$ Bank thereof. All or any part of outstanding Eurodollar Loans and and/or Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required US$ Banks have determined in its or their sole discretion not to permit such a conversion and (ii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Chrysler giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, subsection 1.1 of the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be convertedEurodollar Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required US$ Banks have determined in its or their sole discretion not to permit such a continuation or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower Chrysler shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from Chrysler pursuant to this paragraph (b), the Administrative Agent shall promptly notify each US$ Bank thereof. (c) Notwithstanding anything to the contrary in this subsection 2.3, all continuations and conversions hereunder shall be in such amounts so that, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising any Eurodollar Tranche shall not be less than $25,000,000.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the time two Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third time at least three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Initial Term Loan Maturity Date with respect to such Loan(in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans), the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans) or, the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans) or the Tranche E Term Loan Maturity Date (in the case of Tranche E Term Loans). (b) Any Eurodollar Loans 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 AgentAgent irrevocable notice of such continuation prior to 1:00 P.M., in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1New York City time three Business Days prior to such continuation, of including the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Section 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 then continuing and, in the case of any Default (other than a Default under Section 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 Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such 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 Base Rate ABR Loans on the last day of such then expiring Interest Period.. Upon receipt of any such notice of continuation pursuant to this Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof. 1003003016v2 #895889271003585382v5 8

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 A.M. Borrowing (Conversion) by 1:00 P.M., New York City time, on the at least one Business Day immediately preceding prior to the requested date of the proposed conversion and of the amount and Type of Loan to be converted, conversion; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 A.M.Borrowing by 1:00 P.M., New York City time, on at least three Business Days' prior to the third Business Day immediately preceding the date of the proposed requested conversion and of the amount and Type of Loan to be converteddate. Any such notice Notice of Borrowing (Conversion) with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing (Conversion), the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanMaturity Date. (bi) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing (Continuation), in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of setting forth (among other things) the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be convertedLoans, provided that (i) no Eurodollar Loan may be continued as such (i) a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a continuation is not appropriate and (ii) no Term Loan may be continued as a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such Notice of Borrowing (Continuation), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to a Base Rate Loans, Loan to a Eurodollar Loan by giving the Administrative Agent prior irrevocable notice of such election at or before an Interest Period Notice no later than 11:00 A.M. a.m., New York City time, on three Business Days prior thereto (which notice shall specify the Business Day immediately preceding requested conversion to a Eurodollar Loan and the length of the initial Interest Period to be applicable to such Eurodollar Loan), 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 the Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) after the date of that is one month prior to the proposed conversion and of the amount and Type of Maturity Date. The Borrower may elect from time to time to convert a Eurodollar Loan to be converteda Base Rate Loan by giving the Administrative Agent an Interest Period Notice no later than 11:00 a.m., New York City time, two Business Days prior thereto (which notice shall specify the requested conversion to a Base Rate Loan), provided that any such conversion of a Eurodollar Loans Loan may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable the Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any The Borrower may elect to continue any Eurodollar Loans may be continued Loan as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative AgentAgent an Interest Period Notice no later than 11:00 a.m., in accordance with New York City time, three Business Days prior to such expiration (which notice shall specify the applicable provisions requested continuation of the term "Interest Period" set forth in subsection 1.1, of Eurodollar Loan and the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be convertedEurodollar Loan), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Termination Date with respect to such Loan Maturity Date, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans Loan shall be converted automatically converted to a Base Rate Loans Loan on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LIBOR Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar LIBOR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar 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 applicable Lender thereof. All or any part of outstanding Eurodollar LIBOR Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar LIBOR Loan when any Event of Default has occurred and is then continuing and the Required Lenders have determined in their sole discretion not to permit such conversion and (ii) no Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Eurodollar LIBOR 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, 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 Loans and of the amount and Type of Loan to be convertedcontinued, provided that no Eurodollar LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is then continuing and the Required Lenders have determined in their sole discretion not to permit such continuation or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the time two Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third time at least three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Section 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 1004254246v19 the date that is one month prior to the Termination Initial Term Loan Maturity Date with respect to such Loan(in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans), the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans), the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans) or, the Tranche E Term Loan Maturity Date (in the case of Tranche E Term Loans) or the Tranche F Term Loan Maturity Date (in the case of Tranche F Term Loans). (b) Any Eurodollar Loans 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 AgentAgent irrevocable notice of such continuation prior to 1:00 P.M., in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1New York City time three Business Days prior to such continuation, of including the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Section 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 then continuing and, in the case of any Default (other than a Default under Section 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 Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such 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 Base Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert Eurodollar outstanding Loans of a given Tranche denominated in Dollars from EurodollarTerm SOFR Rate Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar EurodollarTerm SOFR Rate Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar EurodollarTerm SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar EurodollarTerm SOFR Rate Loans and Base Rate 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 EurodollarTerm SOFR Rate Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar EurodollarTerm SOFR Rate Loan after the date that is one month prior to the Termination Date with respect to such Loanapplicable Maturity Date. (b) Any Eurodollar Loans EurodollarTerm SOFR Rate 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, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and EurodollarTerm SOFR Rate Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Subsection 1.1, provided that no Eurodollar EurodollarTerm SOFR Rate 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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such EurodollarTerm SOFR Rate Loans shall be automatically converted to Base Rate 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) The Borrower may elect from time to time to convert Eurodollar Euro-Dollar Loans to CIBC Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice written notice, substantially in the form of Exhibit J, of such election at or before prior to 11:00 A.M. A.M., New York City time, on the day which is one Domestic Business Day immediately preceding prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion, provided that any such conversion of Eurodollar Euro-Dollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert CIBC Alternate Base Rate Loans to Eurodollar Euro-Dollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before prior to 11:00 A.M., New York City time, on the third day which is three Euro-Dollar Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion. Any such notice of conversion to Eurodollar Euro-Dollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender Bank thereof. All or any part of outstanding Eurodollar Euro-Dollar Loans and CIBC Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Euro-Dollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent or the Required Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.10 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Euro-Dollar Loan after the date that is one month prior to the Revolving Termination Date with respect to such (in the case of conversions of Revolving Loans) or the date of the final installment of principal of the Tranche B Term Loan. (b) Any Eurodollar Euro-Dollar 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, 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 and of the amount and Type of Loan to be converted, Loans; provided that no Eurodollar Euro-Dollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing and the Administrative Agent or the Required Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, Section 2.10 would be contravened or (iiiii) after the date that is one month prior to the Revolving Termination Date with respect to such Loan and (in the case of continuations of Revolving Loans) or the date of the final installment of principal of the Tranche B Term Loans; provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to CIBC Alternate Base Rate Loans on the last day of such then expiring Interest Period.

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

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

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate 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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loanapplicable Maturity Date. (b) Any Eurodollar Loans 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 AgentAgent prior to 1:00 P.M., New York City time two Business Days prior to such continuation (or such shorter period as may be agreed by the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, its reasonable discretion) of the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such 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 Base Rate ABR Loans on as 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 thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent Agent, by no later than 11:00 a.m. (Chicago time) at least two Banking Days prior thereto, irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedprovided, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election by no later than 11:00 a.m. (Chicago time) at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding least three Banking Days prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedconversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and or Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after if the date that is one month prior to applicable Interest Period would extend beyond the Termination Date with respect to such LoanDate. (b) Any Eurodollar 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, 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 and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after if the date that is one month prior to applicable Interest Period would extend beyond the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Term SOFR Loans denominated in Dollars to Base Rate Loans, Loans by giving the Administrative Agent at least two U.S. Government Securities Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Term SOFR Loan (i) 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 or (ii) with respect to Revolving Credit Loans, after the date that is one month prior to the final scheduled termination or maturity date of the Revolving Credit Facility and with respect to Term Loans, after the date that is one month prior to the final scheduled maturity date of such Term Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Eurodollar Loans Loan may be continued as such in the same Agreed Currency, upon the expiration of the then current Interest Period or in the case of Daily Simple RFR Loans, upon the Interest Payment Date, with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, 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 and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations or (ii) with respect to Revolving Credit Loans, after the date that is one month prior to the Termination Date final scheduled termination or maturity date of the Revolving Credit Facility and with respect to Term Loans, after the date that is one month prior to the final scheduled maturity date of such Loan Term Loans; and provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, (x) in the case of Term SOFR Loans denominated in Dollars, such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period, (y) in the case of Eurodollar Loans denominated in any Alternative Currency, such Eurodollar Loans shall be continued as Eurodollar Loans in the same Alternative Currency with an Interest Period of one month on the last day of such then expiring Interest Period and (z) in the case of Daily Simple RFR Loans, such Daily Simple RFR Loans shall be continued in the same Alternative Currency bearing interest at a rate upon the applicable Adjusted Daily Simple RFR as of such Interest Payment Date. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Base Rate Loans, into ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. election, to be received by the Administrative Agent prior to 1:00 pm, New York City time, on the at least three (3) Business Day immediately preceding the date of Days prior to the proposed conversion and of the amount and Type of Loan to be converteddate, provided that any such conversion of Eurodollar Loans may shall only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate all or a portion of the ABR Loans then outstanding to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.election, to be received by the Administrative Agent prior to 1:00 P.M., New York City time, on the third at least three (3) Business Day immediately preceding the date of Days prior to the proposed conversion and of date, specifying the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period 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 Section 5.3, the Administrative Agent shall promptly promptly, but in any event by 2:00 P.M., New York City time, notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan partial conversions of Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $1,000,000 or a whole multiple of $1,000,000 in excess thereof. This Section 5.3 shall not apply to Swingline Loans or Protective Advances, which may not be converted into a Eurodollar Loan when any or continued. (b) So long as no Default or Event of Default has occurred and is then continuing and (ii) no Loan continuing, the Company may be converted into a Eurodollar Loan after the date that is one month prior elect from time to the Termination Date with respect time to such Loan. (b) Any continue Eurodollar Loans may be continued as such upon the expiration expiry of the then current Interest Period with respect thereto to such Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election, signed by a Responsible Officer of the Company, to be received by the Borrower giving notice Administrative Agent prior to 1:00 P.M., New York City time, at least three (3) Business Days prior to the Administrative Agentend of such Interest Period, in accordance with each case specifying the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next new Interest Period to be applicable to such Loans and of the amount and Type of Loan to be convertedselected therefor, provided that any such continuation shall only be made on the last day of an Interest Period with respect thereto. So long as no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and providedcontinuing, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans become effective on the last day of such then expiring Interest Period. So long as no Default or Event of Default has occurred and is continuing, if the Company fails to timely deliver such notice with respect to a Eurodollar Loan, such Eurodollar Loans shall be converted to ABR Loans.

Conversion and Continuation Options. 509265-1918-Active.20125323.120125323.6 (a) The Borrower may elect from time to time to convert Eurodollar Revolving Credit Loans and Eurodollar Term Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, election; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans, Eurodollar Term Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Event of Default has occurred and is then continuing and continuing, (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the 2020 Extended Termination Date with respect and, (iii) no Term Loan or New Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to such Loanthe 2020 Extended Termination Date and (iv) no New Term III Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the New Term III Termination Date. (b) Any Eurodollar Revolving Credit Loans and Eurodollar Term 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, 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 and of the amount and Type of Loan to be converted, Loans; provided that no Eurodollar Revolving Credit Loan or Eurodollar Term Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the 2020 Extended Termination Date with respect (or, in the case of New Term III Loans, one month prior to such Loan the New Term III Termination Date); and provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdings that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination applicable Maturity Date with respect and (iii) no Loan denominated in Euro may be converted to such LoanABR Loans. (b) Any Eurodollar Loans Loan or EURIBOR 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, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan or EURIBOR Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdings that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period and any such EURIBOR Loans denominated in Euro shall be continued as EURIBOR Loans for an additional one month 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) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans, ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.to 12:00 Noon, New York City time, on the third at least three Business Day immediately preceding the date Days' prior irrevocable notice of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each applicable U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date with respect and (iv) Swing Line Loans may not be converted to such LoanEurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 9.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date with respect to such Loan Date, and provided, further, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before Borrowing by 11:00 A.M. New York City A.M., Charlotte, North Carolina time, on the Business Day immediately preceding the requested date of the proposed conversion and of the amount and Type of Loan to be converted, conversion; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before Borrowing by 11:00 A.M., New York City Charlotte, North Carolina time, on at least three (3) Business Days prior to the third Business Day immediately preceding the date of the proposed requested conversion and of the amount and Type of Loan to be converteddate. Any such notice Notice of Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date with respect (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loan. Any ABR Loan not converted to such a Eurodollar Loan hereunder shall continue as an ABR Loan. (b) Any Eurodollar Fixed Rate Loans may be continued as such Fixed Rate Loans of the same Type upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing, 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 Loans and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.that:

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

Conversion and Continuation Options. (a) The Borrower may elect from time-to-time to time to convert Convert Eurodollar Loans to Base Rate Loans, Loans or Cost of Funds Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time(in the form of Annex II), on the Business Day immediately preceding the date of the proposed conversion and of such notice specifying the amount and Type of Loan the date such Conversion is to be convertedmade; provided that, provided that any such conversion Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time-to-time to time to convert Convert Base Rate Loans or Cost of Funds Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before (in the form of Annex II) prior to 11:00 A.M., a.m. (New York City time) at its New York office, on the third three (3) Business Day immediately preceding Days before the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. The Borrower may elect from time-to-time to Convert Base Rate Loans to Cost of Funds Loans or Convert Cost of Funds Loans to Base Rate Loans by giving the Administrative Agent irrevocable notice of such election (in the form of Annex II) prior to 11:00 a.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Loans, Base Rate Loans or Cost of Funds Loans may be converted Converted as provided herein; provided that, provided that (i) no Base Rate Loan or Cost of Funds Loan may be converted Converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have reasonably determined that such a Conversion is not appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 4.4 shall not have been contravened, and (iii) no Base Rate Loan or Costs of Funds Loan may be converted Converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative AgentAgent irrevocable notice prior to 11:00 a.m. (New York City time), at its New York office, three (3) Business Days before the date such Eurodollar Loans are to be Continued, 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 and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if Revolving Credit Loans. If the Borrower shall fail fails to give such timely notice or if such continuation is not permitted such requesting a Continuation, then the applicable Revolving Credit Loans shall be automatically made as, or converted to, Base Rate Loans Any automatic Conversion to Base Rate Loans on shall be effective as of the last day of such the Interest Period then expiring Interest Periodin effect with respect to the applicable Eurodollar Loans.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B-2 (a "Notice of Conversion") (which notice must be received by the Agent by at or before 11:00 A.M. least 10:00 a.m., New York City time, on the three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, such election); provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice must be received by the Agent by at or before 11:00 A.M.least 10:00 a.m., New York City time, on the third three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch election). Any such notice Notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar 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, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Section 1.1 of the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be converted, Loans; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and Date; provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph, or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted to Alternate Base Rate Loans on the last day of such then expiring Interest Period. The Agent agrees to notify the Lenders of any notice of continuation referred to herein received by the Agent.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B-2 (a 'Notice of Conversion') (which notice must be received by the Agent by at or before 11:00 A.M. least 10:00 a.m., New York City time, on the three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, such election); provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice must be received by the Agent by at or before 11:00 A.M.least 10:00 a.m., New York City time, on the third three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch election). Any such notice Notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan (x) prior to the date that the Borrower delivers an Acceptable Order to the Agent or (y) after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar 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, in accordance with the applicable provisions of the term "'Interest Period" ' set forth in subsection 1.1, Section 1.1 of the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be converted, Loans; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is then continuing or (ii) after the date that is one month prior to the Termination Date with respect to such Loan and Date; provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph, or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted to Alternate Base Rate Loans on the last day of such then expiring Interest Period. The Agent agrees to notify the Lenders of any notice of continuation referred to herein received by the Agent.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the time two Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third time at least three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Initial Term Loan Maturity Date with respect to such Loan(in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans), the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans) or, the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans) or the Tranche E Term Loan Maturity Date (in the case of Tranche E Term Loans). (b) Any Eurodollar Loans 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 AgentAgent irrevocable notice of such continuation prior to 1:00 P.M., in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1New York City time three Business Days prior to such continuation, of including the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “Interest Period” set forth in Section 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 then continuing and, in the case of any Default (other than a Default under Section 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 Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower shall fail to give such 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 Base Rate ABR Loans on the last day of such then expiring Interest Period.. Upon receipt of any such notice of continuation pursuant to this Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof. 1003003016v2 #895889271003585382v58

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Euro-Dollar Loans to CIBC Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice written notice, substantially in the form of Exhibit H, of such election at or before prior to 11:00 A.M. A.M., New York City time, on the day which is one Domestic Business Day immediately preceding prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion; provided, provided that any such conversion of Eurodollar Euro-Dollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert CIBC Alternate Base Rate Loans to Eurodollar Euro-Dollar Loans by giving the Administrative Agent prior irrevocable notice notice, substantially in the form of Exhibit H, of such election at or before prior to 11:00 A.M., New York City time, on the third day which is three Euro-Dollar Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion. Any such notice of conversion to Eurodollar Euro-Dollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Euro-Dollar Loans and CIBC Alternate Base Rate Loans may be converted as provided herein; provided, provided that (i) no Loan may be converted into a Eurodollar Euro-Dollar Loan when any Default or Event of Default has occurred and is then continuing continuing, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.11 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Euro-Dollar Loan after the date that is one month prior to the Termination Date with respect to such Loanscheduled Maturity Date. (b) Any Eurodollar Euro-Dollar Loans 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, 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 and of the amount and Type of Loan to be convertedLoans; provided, provided that no Eurodollar Euro-Dollar Loan may be continued as such beyond the end of the then current Interest Period (i) when any Default or Event of Default has occurred and is then continuing continuing, (ii) if, after giving effect thereto, Section 2.11 would be contravened or (iiiii) after the date that is one month prior to the Termination Date with respect to such Loan and scheduled Maturity Date; provided, further, that if the Borrower shall fail to give such any required notice as described above in this subsection (b) or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to CIBC Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans, ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 10.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.to 12:00 Noon, New York City time, on the third at least three Business Day immediately preceding the date Days' prior irrevocable notice of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each applicable U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 10.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date with respect and (iv) Swing Line Loans may not be converted to such LoanEurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined 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 Loans and of the amount and Type of Loan to be converted, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such continuation is not appropriate, (ii) if, 74 67 after giving effect thereto, subsection 10.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date with respect to such Loan Date, and provided, further, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 A.M. Borrowing by 10:00 A.M., New York City time, on the at least one Business Day immediately preceding prior to the requested date of the proposed conversion and of the amount and Type of Loan to be converted, conversion; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 Borrowing by 10:00 A.M., New York City time, on at least three Business Days' prior to the third Business Day immediately preceding the date of the proposed requested conversion and of the amount and Type of Loan to be converteddate. Any such notice Notice of Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Lenders have determined that such a conversion is not appropriate and the Administrative Agent has given notice to the Borrower that no conversion may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of setting forth (among other things) the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be convertedLoans, provided that (i) no Eurodollar Loan may be continued as such (i) a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Lenders have determined that such a continuation is not appropriate and the Administrative Agent has given notice to the Borrower that no such continuations may be made and (ii) no Loan may be continued as a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Subject to subsection 4.2(c), the applicable Borrowers may elect from time to time to convert Eurodollar outstanding (i) Loans made or outstanding in Dollars from Eurocurrency Loans to Base Rate ABR Loans and (ii) Loans made or outstanding in Canadian Dollars from Bankers’ Acceptance Loans to ABR Loans, in each case by giving the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, at least two (2) Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretothereto and any conversion of Bankers’ Acceptance Loans may only be made on the maturity date thereof and otherwise in accordance with subsection 4.6(c). The Borrower Borrowers may elect from time to time to convert Base Rate outstanding (i) Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars, in each case by giving the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, at least three (3) Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan or Bankers’ Acceptance Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the U.S. Administrative Agent has given notice to the applicable Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan or Bankers’ Acceptance Loan after the date that is one (1) month prior to the Termination Maturity Date with respect to such Loanapplicable thereto. (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower applicable Borrowers giving notice to the U.S. Administrative Agent or the Canadian Administrative Agent, in accordance with as applicable, at least three (3) Business Days prior to the applicable provisions expiration of the term "then current Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans and Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default, the U.S. Administrative Agent has given notice to the applicable Borrower that no such continuations may be made or (ii) after the date that is one (1) month prior to the Termination Maturity Date with respect to such Loan therefor and provided, further, that if the applicable Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Eurocurrency Loans shall be automatically converted to Base Rate 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 U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before not later than 11:00 A.M. A.M., New York City time, on the one Business Day immediately preceding prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedconversion, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate its ABR Loans to Eurodollar Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such (which notice of conversion to Eurodollar Loans 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, 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 the Required Lenders have determined in its or their sole discretion not to permit such conversions. The Borrower may elect from time to time to convert the currency of any Euro Loan to Dollars or the currency of any Dollar Loan to Euros, in each case at the Exchange Rate effective on the date of such conversion, by giving the Administrative Agent irrevocable notice of such election not later than 10:00 A.M., London time, three Business Days prior to the date of conversion, provided that any such conversion of a Eurocurrency Loan may only be made on the last day of an Interest Periods thereforPeriod with respect thereto. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Eurodollar Loans 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 AgentAgent at least three Business Days prior to the expiration of such Interest Period, 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 and of the amount and Type of Loan to be convertedLoans, provided that no Eurodollar Eurocurrency Loan denominated in Dollars may be continued as such (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has or (ii) after the date that is one month prior Required Lenders have determined in its or their sole discretion not to the Termination Date with respect to permit such Loan continuation, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Loans denominated in Dollars shall be automatically converted to Base Rate ABR Loans on the last day of such then expiring Interest Period and, if the Borrower shall fail to give such notice of continuation of a Euro Loan (or of its intent to repay such Loan at the end of the current Interest Period) at least three Business Days prior to the expiration of the applicable Interest Period, such Euro Loan shall be < 20 > automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Revolving Credit Loans to Base Rate Loans, Loans by giving the Administrative Agent at least three (3) Business Days’ irrevocable prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, election; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three (3) Business Days’ irrevocable prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is then continuing continuing, and (ii) no Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Termination Date with respect to such LoanDate. (b) Any Eurodollar Loans Revolving Credit 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, 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 and of the amount and Type of Loan to be converted, Loan; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Default or Event of Default has occurred and is then continuing continuing, or (ii) after the date that is one (1) month prior to the Termination Date with respect to such Loan Date, and provided, further, that if the Borrower shall fail to give such any required notice as described above in this Subsection 2.06(b) or if such continuation is not permitted pursuant to the preceding proviso, then such Loans Eurodollar Revolving Credit Loan shall be automatically converted to an Base Rate Loans Loan on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Administrative Agent in its reasonable discretion) prior to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loanapplicable Maturity Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such Loans and Eurodollar Loan, determined in accordance with the applicable provisions of the amount and Type of Loan to be convertedterm “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 then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date with respect to such Loan applicable Maturity Date, and provided, further, that if the Borrower Representative shall fail to give such 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 Base Rate 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) The Borrower may elect from time to time to convert Loans that are Eurodollar Loans to Base Rate Loans, into ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. election, to be received by the Agent prior to 12:00 noon, New York City time, on the at least three Business Day immediately preceding the date of Days prior to the proposed conversion and of the amount and Type of Loan to be converteddate, provided that any such conversion of Eurodollar Loans may shall only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate all or a portion of Loans that are ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.election, to be received by the Agent prior to 12:00 noon, New York City time, on the third at least three Business Day immediately preceding the date of Days prior to the proposed conversion and of date, specifying the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods selected therefor, and, subject to the last sentence of this subsection, 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, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, ; provided that (i) partial conversions of ABR Loans shall be in the aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one Interest Period shall be at least $500,000 or a whole multiple of $50,000 in excess thereof and (ii) no Loan may that is an ABR Loan shall be converted into a Eurodollar Loan (A) when any Event of Default has occurred and is then continuing and or (iiB) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such LoanMaturity Date. (b) Any Loan that is a Eurodollar Loans 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, in accordance with the applicable provisions of the definition of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans and of the amount and Type of Loan to be converted, Loans; provided that no Loan that is a Eurodollar Loan may shall be continued as such (i) when any Event of Default has occurred and is then continuing or continuing, (ii) after the date that is one month prior to the Termination Maturity Date with respect to such Loan and provided, further, that or (iii) if the Borrower shall fail fails to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on in accordance with the last day applicable provisions of such then expiring the definition of the term "Interest Period".

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert Eurodollar Loans owed by it to Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. no later than 12:00 P.M., New York City time, on the date that is at least three Business Day immediately preceding the date Days’ prior to such conversion irrevocable notice of the proposed conversion and of the amount and Type of Loan to be convertedsuch election, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Base Rate Loans owed by it to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.no later than 12:00 P.M., New York City time, on the third date that is at least three Business Day immediately preceding the date of the proposed Days’ prior to such conversion and of the amount and Type of Loan to be converted. Any such irrevocable notice of conversion to Eurodollar Loans such election (which notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan. (b) Any Each Borrower may elect to continue any Eurodollar Loans may be continued Loan owed by it 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 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 and Loan; in the event a Borrower neither timely elects to continue a Eurodollar Loan in accordance with the preceding provisions of this sentence nor notifies the Administrative Agent of such Borrower’s election to convert such Eurodollar Loan to a Base Rate Loan within the time set forth in the first sentence of Section 2.13(a) (by 12:00 p.m., New York City time, on the date three Business Days prior to expiration of the amount and Type then current Interest Period), then such Borrower shall be deemed to have irrevocably elected to continue such Eurodollar Loan for a new Interest Period of Loan to be convertedone month, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Termination Date with respect to final scheduled termination or maturity date of such Loan Facility, and provided, provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice (or upon any deemed election to continue any Eurodollar Loan) the Administrative Agent shall promptly notify each relevant Lender thereof.