Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the earlier of (a) the 30th day after the Closing Date and (b) the Syndication Date, no Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of one month except as permitted by Administrative Agent in its sole discretion. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforLoans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternative Currency Loans denominated in Sterling or a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Borrower shall have the option (A) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans to LIBO Rate Loans; or (B) to continue all or any portion thereof may be converted to Eurocurrency Loans part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and (ii) at the end of any succeeding LIBO Rate Interest Period with respect thereto, to convert Eurocurrency of such continued Loans or any portion thereof into Base Rate Loans or to continue shall commence on such Eurocurrency Loans or any portion thereof for an additional Interest Periodexpiration date; provided, however, that (I) no portion of any outstanding Loan may be continued as (and shall be immediately converted into a Base Rate Loan), or be converted into, a LIBO Rate Loan (x) if the aggregate continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (y) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the final date of the applicable LIBO Rate Interest Period. (ii) To convert or continue a Loan under Section 4.01(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Funding Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Eurocurrency Loans that willLoan to be converted/continued, upon (C) whether such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility Loan shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto converted and/or continued, and (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (iiD) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansLIBO Rate Loan, the requested LIBO Rate Interest Period therefor, and (iii) in the case Period. In lieu of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, the Borrower containing may give the Funding Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Funding Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a permitted election to continue any Eurocurrency Loans for an additional Interest Period Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or to convert any such Loanstelephonic notice in lieu thereof), thenthe Funding Agent shall notify each Lender by telex or telecopy, upon the expiration or other similar form of transmission, of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one monthproposed conversion/continuation. Each Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Eurocurrency Loans of each applicable Facility shall be allocated among the Eurocurrency Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans to Eurodollar Loans, or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate part of outstanding Eurodollar Loans or to continue such Eurocurrency as Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that on the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day expiration of the Interest Period therefor). Notwithstanding applicable thereto; provided that no Loan may be continued at the foregoing, no conversion in whole or in part end of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for as, or converted into, a Eurodollar Loan when any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within continuing or if the time period required under Required Lenders shall have notified the terms of this Section 2.6, Borrower through the Administrative Agent does that Eurodollar Loans shall not receive be available during such period pursuant to Section 2.16. [***] Confidential Treatment Requested (b) In order to elect to convert or continue a Loan under this Section 2.11, the Borrower shall deliver an irrevocable Notice of Conversion or Notice of Continuation to the Administrative Agent, no later than 11:00 A.M., New York City time, at least three (3) Business Days in advance of the proposed continuation date in the case of a conversion to, or a continuation of, a Eurodollar Loan. A Notice of Conversion or Notice of Continuation shall specify (i) the requested conversion or continuation date (which shall be a Business Day), (ii) the amount to be converted or continued, (iii) whether a conversion or continuation is requested, and (iv) the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation under this Section, the Administrative Agent shall be irrevocableprovide each Lender with a copy thereof.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, each Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans equal to (x) the third Business Day following the Closing Date with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount and (y) the date the Administrative Agent notifies the Borrower that with respect to conversion of Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans Rate Loans, $5,000,000 and multiples of $1,000,000 in excess of that amount or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurocurrency Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the applicable Loan shall be automatically converted to or continued as a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; Loan, provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. Any such automatic conversion into to a Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be effective as of the last day of the Interest Period therefor)then in effect with respect to the applicable Eurocurrency Rate Loan. Notwithstanding No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the foregoingoriginal currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, no conversion in whole to, or in part continuation of Base a Eurocurrency Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled Loan but fails to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfPeriod, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans it will be automatically converted deemed to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with have specified an Interest Period of one month. Each Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed conversion/continuation date in the case of a Base Rate Loan or Continuation a Eurocurrency Rate Loan denominated in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed conversion/continuation date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the The Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to convert Prime Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Prime Rate Loans or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Rate Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Term Loans of the Term Lenders for such Facility in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each conversion or continuation of E Tranche Term Loans shall be allocated among the E Tranche Term Loans of the E Tranche Lenders in accordance with their respective E Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender, D Tranche Lender or E Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Prime Rate Loans to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted convert to Base Prime Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, each Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans equal to (x) the third Business Day following the Closing Date with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, $5,000,000 and no continuation multiples of $1,000,000 in whole excess of that amount or in part of Dollar denominated Eurocurrency Loans (ii) upon the expiration of any Interest Period thereforapplicable to a Eurocurrency Rate Loan, shall be permitted at to continue all or any time at which an Unmatured Event portion of Default or an Event such Loan equal to $5,000,000 and multiples of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period $1,000,000 in excess of one month for any non-Dollar denominated Revolving that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive fails to give a timely Notice of Conversion or Conversion/Continuation from with respect to any Loan, then the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will applicable Loan shall be automatically converted to Base Rate Loans oror continued as the type of Loan that it was and in the same currency, provided, however, in the case of non-Dollar a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated Revolving Loansin a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, conversion to, or continuation of a Eurocurrency Loans with Rate Loan but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Each Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Requisite Lenders, and the Requisite Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed conversion/continuation date in the case of a Base Rate Loan or Continuation a Eurocurrency Rate Loan denominated in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed conversion/continuation date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans from Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Loans and bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for Loan on the expiration date of an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute Period applicable thereto. (ii) Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days’ Days in advance of the proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a nonBase Rate Loan on the last day of the then-Dollar denominated Revolving Loanexpiring Interest Period. (iii) prior written notice thereof to A Notice of Conversion/Continuation shall specify (a) the Notice Office given not later than 1:00 p.m. proposed conversion/continuation date (New York City time) specifying which shall be a Business Day), (ib) the amount and type Type of conversion or the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (iid) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiie) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Continuation from telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Borrower containing a permitted election applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case may be, hereunder. (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of non-Dollar denominated Revolving Loansa proposed conversion to, Eurocurrency Loans with an Interest Period or continuation of, a LIBOR Loan (whether by delivery of one month. Each a Notice of Conversion Conversion/Continuation or Continuation telephonic notice) shall be irrevocableirrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (x) the third Business Day following the Closing Syndication Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the Syndication Date, no Term B Dollar Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of seven (7) days except as permitted by Administrative Agent in its sole discretion (with all such Interest Periods ending on the same day during such period). Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternate Currency Loans denominated in Sterling or a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 2.7 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.62.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions of this Agreement, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans or any portion thereof may be converted Portions to Eurocurrency Loans and LIBOR Portions, (ii) at to convert all or any part of the end outstanding LIBOR Portions to Base Rate Portions, on the expiration of any the Interest Period with respect theretoapplicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to convert Eurocurrency Loans Section 2.16), or (iii) to continue all or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof part of the outstanding LIBOR Portions as LIBOR Portions for an additional Interest Period; provided, however, that on the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day expiration of the Interest Period thereforapplicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.16). Notwithstanding ; provided that no Loan Portion may be continued as, or converted into, a LIBOR Portion when any Default with respect to the foregoing, no conversion in whole payment of money or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn the event LIBOR Portions are not available pursuant to Section 2.15, within Borrower shall be deemed to have elected to convert such LIBOR Portions into Base Rate Portions, and if such conversion occurs prior to the time period required expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Section 2.16. (b) In order to elect to convert or continue a Loan Portion under the terms of this Section 2.62.8, Borrower shall deliver an irrevocable notice thereof in the Administrative Agent does not receive form annexed hereto as Exhibit "C" (a "Notice of Conversion or Continuation from Continuation") to Agent no later than 11:00 A.M., Detroit, Michigan time, (which notice may be by facsimile transmission provided that an original is delivered prior to the Borrower containing a permitted election close of business on the immediately succeeding Business Day) three (3) Business Days prior to continue any Eurocurrency Loans for an additional Interest Period the proposed conversion or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, continuation date in the case of non-Dollar denominated Revolving Loansa conversion to, Eurocurrency Loans with an Interest Period of one monthor a continuation of, a LIBOR Portion. Each A Notice of Conversion or Continuation shall specify (i) the requested conversion or continuation date (which shall be irrevocablea Business Day), (ii) the amount and type of the Loan Portion to be converted or continued, (iii) whether a conversion or continuation is requested, (iv) in the case of a conversion to, or a continuation of, a LIBOR Portion, the requested Interest Period.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period$2,500,000 and integral multiples of $1,000,000 in excess of that amount as a LIBOR Loan; provided, however, -------- ------- that a LIBOR Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto. (ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (New York City time) the same Business Day of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each proposed conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto date (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of a non-Dollar denominated Revolving Loan) Conversion/Continuation no later than three Business Days prior written notice thereof to the proposed conversion date or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month on the last day of the then-expiring Interest Period. (iii) A Notice Office given not later than 1:00 p.m. of Conversion/Continuation shall specify (New York City timea) specifying the proposed conversion/continuation date (iwhich shall be a Business Day), (b) the amount and type Type of conversion or the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (iid) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiie) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed -------- in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized Officer or other Person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one month. Each hereunder. (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of the outstanding Revolving Credit Loans from Revolving Credit Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Revolving Credit Loans and bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Revolving Credit Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan and the succeeding Interest Period(s) of such continued Revolving Credit Loan shall commence on the last day of the Interest Period of the Revolving Credit Loan to be continued; PROVIDED, HOWEVER, Eurodollar Rate Loans may only be converted into Revolving Credit Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; PROVIDED, FURTHER, that no outstanding Revolving Credit Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing; and PROVIDED, FURTHER, that, subject to the provisions of subsection 2.6 and the preceding proviso, no outstanding Revolving Credit Loan may be converted into a Base Rate Loans or to continue such Eurocurrency Loans or Loan during the period from December 15 of any portion thereof for an additional Interest Period; providedyear to, howeverand including, that the aggregate principal amount January 15 of the Eurocurrency Loans that will, upon such conversion, constitute immediately succeeding year. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 12:00 noon (Dallas time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day Days in advance of the case proposed conversion/continuation date. A Notice of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Revolving Credit Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of conversion of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans Loan to Eurocurrency Loansa Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan, and that no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or before the proposed conversion/continuation date; PROVIDED, FURTHER, that if Company shall not have complied with such notice provisions, Company shall be deemed irrevocably to have requested that such Eurodollar Rate Loan be converted to a Base Rate Loan in the same principal amount. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Agent in accordance with this Agreement, pursuant to any telephonic notice, Company shall have effected such conversion or continuation, as the case may be, hereunder. Except as provided in subsection 2.6D and except in any instance in which Company makes a payment as contemplated by subsection 2.6E, a Notice of Conversion/Continuation from for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable after the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional related Interest Period or Rate Determination Date, and Company shall be bound to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, or continue in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableaccordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Revolving Loans equal to Eurocurrency Loans $3,000,000 and (ii) at the end integral multiples of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, $500,000 in excess of that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to Base Rate Loans, $1,000,000 and integral multiples of $500,000 in excess thereof) from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or four (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan, as the case may be; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the intended purpose of investing in Securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 noon (New York time) at least one Business Days’ Day in advance of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a non-Dollar denominated Revolving conversion to, or a continuation of, a Eurodollar Rate Loan) prior written notice thereof to the ). A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the amount and type of conversion or continuationproposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/ Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/ continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.07, each Borrower shall have the Borrower may elect option (i) on to convert (A) all or any Business Day at part of its outstanding Term Loans or (B) all or any time after the earlier part of (x) the third Business Day following the Closing Date its outstanding Revolving Loans, in a minimum amount of $5,000,000 and (y) the date the Administrative Agent notifies the Borrower integral multiples of $1,000,000 in excess of that amount, from a Term Loan or Revolving Loans that are Base Rate Loans to LIBOR Term Loans or any portion thereof LIBOR Revolving Loans, as the case may be converted to Eurocurrency Loans and be; (ii) at to convert (A) all or any part of its outstanding Term Loan or (B) all or any part of its outstanding Revolving Loans from LIBOR Loans to Base Rate Loans on the end expiration of the Interest Period applicable thereto; and (iii) upon the expiration of any Interest Period with respect theretoapplicable to its outstanding LIBOR Term Loan or any outstanding LIBOR Revolving Loan, to convert Eurocurrency Loans continue (A) all of such LIBOR Term Loan or (B) all or any portion thereof into Base Rate Loans of such LIBOR Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a LIBOR Term Loan or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLIBOR Revolving Loan, as applicable; provided, however, that the aggregate principal amount no outstanding Loans may be converted into, or continued as, LIBOR Loans when any Default or Event of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3Default has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion or continuation made with respect to less than the entire outstanding balance of a Borrower's Revolving Loans or Term Loans must be applied pro rata to such Borrower's Revolving Loans or Term Loans, as applicable, according to the outstanding principal balance of each applicable Facility such Revolving Loans or Term Loans. (b) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall be allocated among deliver to the Loans of the Lenders for such Facility Agent a written notice substantially in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of that attached hereto as Exhibit 2.6 hereto H-2 (a “"Notice of Conversion or Conversion/ Continuation”"), signed by an authorized officer of such Borrower (i) and shall be made by giving no later than 10:00 a.m. (New York time) two (2) Business Days in advance of the Administrative Agent at least three Business Days’ (or one Business Day requested conversion date, in the case of a conversion into Base Rate Loans Loans, and (ii) no later than 10:00 a.m (New York time) three (3) Business Days in advance of the requested conversion or four Business Days’ continuation date, in the case of a conversion into, or continuation of, LIBOR Loans. The Notice of Conversion/Continuation shall specify (1) the conversion or continuation date (which shall be a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Business Day), (New York City time) specifying (i2) the amount and type of the Loans to be converted or continued, (3) the nature of the requested conversion or continuation, and (ii4) in the case of a conversion to into, or a continuation of Eurocurrency of, LIBOR Loans, the requested Interest Period therefor, and (iii) in the case Period. Promptly after receipt of a conversionNotice of Conversion/Continuation pursuant to this Section 2.06(b), the date Agent shall notify the Revolving Lenders or the Term Lenders, as applicable, by telecopy, telephone or other similar form of transmission, of the requested conversion (which date shall be or continuation. In the event that a Business Day andBorrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, if a conversion from Eurocurrency Loanssuch Loans shall, shall also be on the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans with respect to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted convert to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each . (c) Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, Loans made pursuant to this Section 2.06 shall be irrevocableirrevocable and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the -------------------------- other than Swing Line Loans)provisions hereof, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans Portion to Eurodollar Portions, or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof part of the outstanding Eurodollar Portions as Eurodollar Portions for an additional Interest Period; provided, however, that on the aggregate principal amount expiration of the Eurocurrency Loans Interest Period applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided that willno Loan Portion may be continued as, upon such conversionor converted into, constitute a single Borrowing that must satisfy Section 2.3. With Eurodollar Portion when any Default with respect to Euro the payment of money or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, any Event of Default has occurred and is continuing or (iii) to continue such Eurocurrency Loans convert at any time all or any portion thereof for an additional of the outstanding Eurodollar Portions to a Base Rate Portion. In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into a Base Rate Portion, and if such conversion occurs prior to the expiration date of the applicable Interest Period. Each conversion , Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Loans of each applicable Facility continue a Loan Portion under this Section 2.08, Borrower shall be allocated among the Loans of the Lenders for such Facility deliver an irrevocable notice thereof in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of annexed hereto as Exhibit 2.6 hereto "C" (a “"Notice of Conversion or Continuation”") and shall to Agent no later than 11:00 A.M., New York City time, (which notice may be made by giving facsimile transmission provided that an original is delivered prior to the Administrative Agent at least close of business on the immediately succeeding Business Day) three (3) Business Days’ (Days prior to the proposed conversion or one Business Day continuation date in the case of a conversion into Base Rate Loans to, or four a continuation of, a Eurodollar Portion. A Notice of Conversion or Continuation shall specify (v) the requested conversion or continuation date (which shall be a Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Day), (New York City time) specifying (iw) the amount and type Type of the Loan Portion to be converted or continued, (x) whether a conversion or continuationcontinuation is requested, (iiy) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Portion, the requested Interest Period therefor, and (iiiz) in the case of a conversion, Contract Rate applicable to the date of conversion (which date shall Loan Portion to be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole converted or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecontinued as previously quoted by Agent.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), The Borrower shall have the Borrower may elect option (i) on to convert all or any Business Day at any time after the earlier part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding LIBOR Rate Loans to Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest then-current LIBOR Period with respect theretotherefor, (ii) to convert Eurocurrency Loans or any portion thereof into Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the Loans; provided, however, that the aggregate principal amount of the Eurocurrency (A) except as provided in SECTION 4.03, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest LIBOR Period thereforapplicable thereto unless the Borrower agrees to pay all amounts due pursuant to SECTION 4.02, (B) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e). Notwithstanding the foregoing, (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for a LIBOR Period of one month; and (D) no conversion in whole or in part of Base Rate Loans may be converted to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency LIBOR Rate Loans upon the expiration of if any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default is then continuing. Each such extension or an Event conversion shall be effected by the Borrower by giving a Notice of Default Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 1:00 p.m., New York City time, on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit N-2 hereto, specifying (x) the date of the proposed extension or conversion, (y) the Loans to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. Each Notice of Conversion/Continuation shall have occurred and be continuingirrevocable. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base have no more than ten (10) LIBOR Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of outstanding at any one month. Each Notice of Conversion or Continuation shall be irrevocabletime.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day Subject to the provisions of SECTION 2.6, Borrower shall have the option (A) to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of the outstanding Loans equal to Eurocurrency $5,000,000 or a greater integral multiple of $1,000,000 from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iiB) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan (together with other Loans) equal to $5,000,000 or a greater integral multiple of $1,000,000 as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loans or Loan on the expiration date of an Interest Period applicable thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; providedAdministrative Agent no later than 11:00 a.m. (Dallas, however, that the aggregate principal amount Texas time) at least one (1) Business Day in advance of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each proposed conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto date (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three (3) Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Business Day), (New York City time) specifying (iB) the amount and type of conversion or the Loan to be converted/continued, (C) the nature of the proposed conversion/continuation, (iiD) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiE) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Potential Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this SECTION 2.2(d); PROVIDED THAT such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. (iii) Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this SECTION 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one month. Each hereunder. (iv) Except as otherwise provided in SECTIONS 2.6(b), 2.6(c), and 2.6(g), a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable.irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. CREDIT AGREEMENT

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 3.3, the Borrower may elect (i) on the Borrowers shall have the option to convert all or any Business Day at any time after part of the earlier outstanding Post-Petition Revolving Loans, in a minimum amount of (x) the third Business Day following the Closing Date $5,000,000 and (y) the date the Administrative Agent notifies the Borrower integral multiples of $5,000,000 in excess of that amount, from Base Rate Loans to LIBOR Loans at any time; (ii) the Borrowers shall have the option to convert all or any part of the outstanding Post-Petition Revolving Loans from LIBOR Loans to Base Rate Loans on the expiration of the Interest Period applicable thereto; and (iii) the Borrowers shall have the option, on the expiration of the Interest Period applicable to any outstanding LIBOR Loan, to continue all or any portion thereof may be converted of such LIBOR Loan equal to Eurocurrency Loans $5,000,000 and (ii) at the end integral multiples of any Interest Period with respect thereto$5,000,000 in excess of that amount, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodas a LIBOR Loan; provided, however, that the aggregate principal amount no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3Default has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion or continuation made with respect to less than the entire outstanding balance of the Post-Petition Revolving Loans must be applied pro rata to the Revolving Loans, according to the outstanding principal balance of each applicable Facility Revolving Loan. (b) Whenever the Borrowers elect to convert or continue Loans under this Section 3.2, the Parent, for itself or as agent for the Borrowers, shall be allocated among deliver to the Loans of the Lenders for such Facility Agent a written notice substantially in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of that attached hereto as Exhibit 2.6 hereto F (a “"Notice of Conversion or Conversion/ Continuation”"), signed by an authorized officer of the Parent (i) and shall be made by giving no later than 11:00 a.m. (San Francisco, California time) two (2) Business Days in advance of the Administrative Agent at least three Business Days’ (or one Business Day requested conversion date, in the case of a conversion into Base Rate Loans Loans, and (ii) no later than 11:00 a.m (San Francisco, California time) four (4) Business Days in advance of the requested conversion or four Business Days’ continuation date, in the case of a conversion into, or continuation of, LIBOR Loans. The Notice of Conversion/Continuation shall specify (1) the conversion or continuation date (which shall be a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Business Day), (New York City time) specifying (i2) the amount and type of the Loans to be converted or continued, (3) the nature of the requested conversion or continuation, and (ii4) in the case of a conversion to into, or a continuation of Eurocurrency of, LIBOR Loans, the requested Interest Period therefor, and (iii) in the case Period. Promptly after receipt of a conversionNotice of Conversion/Continuation pursuant to this Section 3.2(b), the date Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion (which date shall be or continuation. In the event that the Parent should fail to provide a Business Day andNotice of Conversion/Continuation with respect to any LIBOR Loans as provided above, if a conversion from Eurocurrency Loanssuch Loans shall, shall also be on the last day of the Interest Period therefor). Notwithstanding the foregoingwith respect to such Loans, no conversion in whole or in part of convert to Base Rate Loans. (c) The officers of the Parent authorized to request Revolving Loans for the Parent or on behalf of either or both of the other Borrowers shall also be authorized to Eurocurrency Loans, and no request a conversion or continuation in whole or in part of Dollar denominated Eurocurrency Loans upon for the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuingBorrowers. The Borrower Agent shall not be entitled to specify an Interest Period rely on such officers' authority until the Agent is notified to the contrary in excess writing pursuant to Section 2.2(c). The Agent shall have no duty to verify the identity of any individual representing himself as one month for of the officers authorized to make such request on behalf of the Parent. The Agent shall incur no liability to any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of Borrower in acting upon any notice referred to in this Section 2.63.2, which notice the Agent believes in good faith to have been given by an officer authorized to make such requests on behalf of the Borrowers, or for otherwise acting in good faith under this Section 3.2 and, upon such conversion or continuation by the Agent and the Lenders in accordance with this Agreement, the Administrative Agent does not receive a Borrowers shall have effected the conversion or continuation of the applicable Loans hereunder. (d) Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation from continuation of, Loans made pursuant to this Section 3.2 shall be irrevocable and the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or Borrowers shall be bound to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, or continue in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableaccordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided further, however, that Loans may not be continued as or converted to Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Initial Period. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation at any time after the Restatement Effective Date to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) unless the Requisite Lenders otherwise agree, in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other Person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect The Borrower shall have the option (A) to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day convert at any time after all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the earlier of (x) the third Business Day following the Closing Date and (y) the same date the Administrative Agent notifies the Borrower that to Base Rate Loans or any portion thereof may be converted to Eurocurrency IBOR Rate Loans and on such expiration date; (iiC) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans all or any portion thereof into part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans or Eurodollar Rate Loans on such expira tion date; (D) to continue such Eurocurrency Loans all or any portion thereof for an additional part of outstanding Eurodollar Rate Loans having Eurodollar Interest PeriodPeriods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the aggregate principal amount continuation of, or the conversion into, would violate any of the Eurocurrency Loans that will, upon such conversion, constitute provisions of Section 5.2 or (ii) if an Event of Default or a single Borrowing that must satisfy Section 2.3Potential Event of Default would occur or has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion into or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the or IBOR Rate Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this Section 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency an entire Borrowing of Non Pro Rata Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after all or any part of their outstanding Loans equal to the earlier Borrowing Minimum and integral multiples of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower Borrowing Multiple in excess of that amount from Base Rate Loans to Eurodollar Loans in the same currency (or any portion thereof may be converted to Eurocurrency Loans and vice versa) or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount Borrowing Minimum and integral multiples of the Eurocurrency Loans Borrowing Multiple in excess of that will, upon such conversion, constitute amount as a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, Eurodollar Loan in the same manner as described currency for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional another permissible Interest Period. Each conversion or continuation of Loans of each applicable Facility The Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying on the proposed conversion date (in the case of a conversion to a Base Rate Loan), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Loan). A Notice of Conversion/Continuation shall specify (i) the amount proposed conversion/continuation date (which shall be a Business Day), (ii) the amount, Type and type Class of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Loan, the requested Interest Period therefor, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, Borrower may give the Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this Section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Administrative Agent. Each conversion or Continuation from continuance shall be made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower containing a permitted election shall not have given notice in accordance with this Section 2.2D to continue any Eurocurrency Loans for an additional Borrowing into a subsequent Interest Period or (and shall not otherwise have given notice in accordance with this Section 2.2D to convert any such LoansBorrowing), thensuch Borrowing shall, upon at the expiration end of the Interest Period thereforapplicable thereto (unless repaid pursuant to the terms hereof), such Loans will automatically be automatically converted to continued into a Base Rate Loan. If the Borrower fails to specify the Type of Loan the applicable Borrowing is to be converted into or continued as, then the applicable Borrowing shall be deemed to have been requested to be converted into or continued as a Base Rate Loan. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans orin accordance with this Agreement pursuant to any such telephonic notice, in the Borrower shall have effected a conversion or continuation, as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, any Eurodollar Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof (or, if less, the then Total Available Multicurrency Revolving Commitment or the total available Term Commitment for an additional Interest Periodthe applicable Term Facility, as applicable). Each conversion or continuation of Eurocurrency Loans of each applicable Facility shall be allocated among the Eurocurrency Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three 3 Business Days’ (or one 1 Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess continuing and the Administrative Agent, at the request of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuingthe Required Lenders, so notifies Company. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, continued as a Eurocurrency Loan in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans same currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans made to Eurocurrency U.S. Borrower in amounts equal to $1,000,000 and integral multiples of $250,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan or Domestic Sterling Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $250,000 in excess of that amount (in the case of Dollar Loans) or ^500,000 and integral multiples of ^100,000 in excess of that amount (in the case of Sterling Loans) as a Eurodollar Rate Loans Loan or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodDomestic Sterling Rate Loan; provided, however, that a Eurodollar Rate Loan or Domestic Sterling Rate Loan may only be converted into a Base Rate Loan, or if applicable, a Floating Eurodollar Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto. Dollar Loans may not be converted into Sterling Loans and Sterling Loans may not be converted into Dollar Loans. Company shall deliver a Notice of Conversion/Continuation to Agent on behalf of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the applicable Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto no later than 12:00 Noon (a “Notice of Conversion or Continuation”New York time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion date in the case of a conversion into to a Base Rate Loans or four Loan, and at least three Business Days’ Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of a non-Dollar denominated Revolving Loan) Conversion/Continuation with respect to Floating Eurodollar Rate Loans, if applicable, or Domestic Sterling Rate Loans may be delivered on the same day of the proposed conversion so long as such notice is provided prior written notice thereof to the Notice Office given not later than 1:00 p.m. 12:00 Noon (New York City time) specifying with respect to Floating Eurodollar Loans or 10:00 a.m. (London time) with respect to Domestic Sterling Rate Loans. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan or Domestic Sterling Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent on behalf of the applicable Borrower telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableproposed conversion/continuation date.

Conversion or Continuation. With respect The Borrower shall have the option to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) convert on any Business Day at any time occurring on or after the earlier Funding Date, all or a portion at least equal to the Minimum Amount of the outstanding principal amount of the Term Loans of one or more Types of Term Loans into another Type of Term Loan, provided, that (xa) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate except as otherwise provided in Section 2.03(d), LIBOR Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency only on the last day of an Interest Period applicable thereto and no partial conversion of LIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that shall reduce the aggregate outstanding principal amount of the Eurocurrency LIBOR Loan that is not converted to less than the Minimum Amount, (b) Base Rate Loans may not be converted into LIBOR Loans and LIBOR Loans may not be continued if, in either case, an Event of Default is in existence on the date of conversion or continuation, as applicable, and the Lenders have determined that willsuch conversion or continuation, upon as applicable, at such conversiontime, constitute a single Borrowing that must satisfy Section 2.3would be disadvantageous to the Lenders and (c) there shall be no more than three (3) different tranches of LIBOR Loans outstanding at any time. With respect to Euro Each such conversion or Sterling denominated Loanscontinuation, as applicable, shall be effected by the Borrower may electgiving the Lenders, prior to 12:00 noon (Cleveland, Ohio time), at least three (3) Business Days' (or two (2) Business Days, in the same manner as described for conversionscase of conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) specifying the Term Loans to be so converted or continued, the Type of Loans to continue such Eurocurrency Loans be continued or any portion thereof for an additional converted into and, if to be converted into, or continued as, a LIBOR Loan, the Interest PeriodPeriod to be initially applicable thereto. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Loans of between the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (on a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablepro rata basis.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and SOFR Loans, (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans denominated in Dollars that are SOFR Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency SOFR Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of SOFR Loans of each applicable Facility or Eurocurrency Loans shall be allocated among the SOFR Loans or Eurocurrency Loans, as applicable, in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (or such other form as mutually agreed by Crown Holdings and the Administrative Agent) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of SOFR Loans or Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion BUSINESS.31606820.2 in whole or in part of Base Rate Loans to Eurocurrency SOFR Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforSOFR Loans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any SOFR Loans or Eurocurrency Loans for an additional Interest Period or to convert any such SOFR Loans or Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such SOFR Loans or Eurocurrency Loans will be automatically converted to Base Rate continued as SOFR Loans oror Eurocurrency Loans, as applicable, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.9, Borrower shall have the Borrower may elect option (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans to convert all or any portion thereof may be converted part of its outstanding Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Revolving Loans and bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Revolving Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue Revolving Loan and the succeeding Interest Period(s) of such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility continued Loan shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoingLoan to be continued; provided, no conversion in whole or in part of Base however, that a Eurodollar Rate Loans Revolving Loan may only be converted into a Revolving Loan bearing interest determined by reference to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon an alternative basis on the expiration date of any an Interest Period thereforapplicable thereto; and provided, shall further, that no outstanding Revolving Loan may be permitted at continued as, or be converted into, a Eurodollar Rate Revolving Loan when any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Potential Event of Default has occurred and is continuing, unless Requisite Lenders shall otherwise agree. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive Borrower shall deliver a Notice of Conversion or Conversion/Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration Administrative Agent no later than 1:00 P.M. (New York time) at least one Business Day in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion/continuation date (in the case of non-Dollar denominated a conversion to, or a continuation of, an ABR Loan) or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Revolving Loans, Eurocurrency Loans with an Interest Period of one monthLoan). Each A Notice of Conversion or Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be irrevocablea Business Day), (ii) the amount of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Revolving Loan, the requested Interest Period. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.5D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. If Borrower has failed to timely deliver a Notice of Conversion/Continuation or to give such telephonic notice with respect to a Eurodollar Rate Revolving Loan, Borrower shall be deemed to have delivered to Administrative Agent a Notice of Conversion/Continuation to convert such Eurodollar Rate Revolving Loan into an ABR Loan. Neither Administrative Agent nor any Lender shall incur liability to Borrower in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.5D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, Borrower shall have effected Revolving Loans hereunder. Except as provided in subsection 2.9D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Revolving Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrowers shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Term Loan or Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for Loan on the expiration date of an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute Period applicable thereto. Borrowers shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York City time) at least three Business Days’ Days in advance of the proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrowers fail to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrowers shall be deemed to have elected to convert such LIBOR Loan to a nonBase Rate Loan on the last day of the then-Dollar denominated Revolving expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan) prior written notice thereof to the , as applicable. A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrowers may give Administrative Agent does not receive a Notice telephonic notice by the required time of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.proposed conversion/continuation under this subsection 38 CREDIT AGREEMENT

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a Term B Euro Loan or a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any Term B Euro Loan or non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of Term B Euro Loans and non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Revolving Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans or Term Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that except as provided below), to convert outstanding Base Rate Loans (or any portion thereof may be converted to Eurocurrency in an aggregate amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency outstanding Eurodollar Loans (or any portion thereof in an aggregate amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior irrevocable written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, also shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be converted automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, each Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans equal to (x) the third Business Day following the Closing Date with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount and (y) the date the Administrative Agent notifies the Borrower that with respect to conversion of Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans Rate Loans, $5,000,000 and multiples of $1,000,000 in excess of that amount or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurocurrency Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the applicable Loan shall be automatically converted to or continued as a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; Loan, provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. Any such automatic conversion into to a Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be effective as of the last day of the Interest Period therefor)then in effect with respect to the applicable Eurocurrency Rate Loan. Notwithstanding No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the foregoingoriginal currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, no conversion in whole to, or in part continuation of Base a Eurocurrency Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled Loan but fails to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfPeriod, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans it will be automatically converted deemed to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with have specified an Interest Period of one month. Each Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.6 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Requisite Lenders, and the Requisite Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed conversion/continuation date in the case of a Base Rate Loan or Continuation shall be irrevocable.a Eurocurrency Rate Loan denominated in Dollars and

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day Subject to the provisions of SECTION 2.6, Borrower shall have the option (A) to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of the outstanding Loans equal to Eurocurrency $5,000,000 or a greater integral multiple of $1,000,000 from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iiB) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan (together with other Loans) equal to $5,000,000 or a greater integral multiple of $1,000,000 as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loans or Loan on the expiration date of an Interest Period applicable thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; providedAdministrative Agent no later than 11:00 a.m. (Dallas, however, that the aggregate principal amount Texas time) at least one (1) Business Day in advance of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each proposed conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto date (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three (3) Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Business Day), (New York City time) specifying (iB) the amount and type of conversion or the Loan to be converted/continued, (C) the nature of the proposed conversion/continuation, (iiD) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiE) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Potential Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this SECTION 2.2(d); PROVIDED THAT such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. AMENDED AND RESTATED CREDIT AGREEMENT 29 (iii) Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this SECTION 2.2(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one month. Each hereunder. (iv) Except as otherwise provided in SECTIONS 2.6(b), 2.6(c), and 2.6(g), a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the The Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to convert Prime Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Prime Rate Loans or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Eurodollar Rate Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Term Loans of the Term Lenders for such Facility in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender or D Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Prime Rate Loans to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted convert to Base Prime Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount which comprise part of the Eurocurrency Loans that will, upon such conversion, constitute a single same Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Eurodollar Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in to convert all or any part of outstanding Eurodollar Loans which comprise part of the case of a conversion same Borrowing to or a continuation of Eurocurrency Base Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be on the last day of the Interest Period therefor). Notwithstanding the foregoingapplicable thereto, no conversion in whole or in (iii) to continue all or any part of Base Rate outstanding Eurodollar Loans to Eurocurrency Loans, and no continuation in whole or in which comprise part of Dollar denominated Eurocurrency the same Borrowing as Eurodollar Loans upon for an additional Interest Period, on the expiration last day of any the Interest Period thereforapplicable thereto; PROVIDED that no Loan may be continued as, shall be permitted at or converted into, a Eurodollar Loan when any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required . (b) In order to elect to convert or continue a Loan under the terms of this Section 2.62.9, the Administrative Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION)" to the Agent does not receive no later than 12:00 noon, New York City time, (i) at least one Business Day in advance of the proposed conversion date in the case of a conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed conversion or continuation date in the case of a conversion to, or a continuation of, a Eurodollar Loan. A Notice of Conversion or Continuation shall specify (w) the requested conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be converted or continued, (y) whether a conversion or continuation is requested, and (z) in the case of a conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation from under this Section 2.9, the Borrower containing Agent shall provide each Lender with a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecopy thereof.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2.4, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $1,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $250,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. P.M. (New York City time) ), to the Notice Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans, Term A Loans or Term B Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans, LC Facility Loans, Synthetic Letter of Credit Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan or a BA Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount as a LIBOR Rate Loans Loan or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Perioda BA Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan and a BA Loan may only be converted into a Canadian Prime Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 12:00 Noon (New York City time) specifying at least one Business Day in advance of the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to a Base Rate Loan or a Canadian Prime Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforLIBOR Rate Loan or a BA Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing a permitted election to continue proposed conversion/continuation date. Upon receipt of written or telephonic notice of any Eurocurrency Loans for an additional Interest Period or to convert any such Loansproposed conversion/continuation under this subsection 2.2D, then, upon the expiration Administrative Agent shall promptly notify each applicable Lender of the Interest Period therefor, such Loans will be automatically converted Loan subject to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableConversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternative Currency Loans denominated in Sterling or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2A.4, the a Canadian Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to convert Canadian Prime Rate Loans or any portion thereof may be converted to Eurocurrency B/A Loans and (ii) at the end of any Interest Contract Period with respect thereto, to convert Eurocurrency B/A Loans or any portion thereof into Canadian Prime Rate Loans or continue such B/A Loans or any portion thereof for an additional Contract Period; provided, however, that the aggregate principal amount of the B/A Loans for each Contract Period therefor must be in the Minimum Borrowing Amount or, if greater, the Minimum Borrowing Multiple. A Canadian Borrower may elect (i) on any Business Day occurring after the earlier of (a) the 90th day after the Initial Borrowing Date and (b) the Syndication Date to convert Base Rate Loans to Eurocurrency Loans, and (ii) at the end of any Interest Period, to convert Eurocurrency Loans into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that willfor each Interest Period therefore, upon such conversion, constitute a single must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility Minimum Borrowing Multiples in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 2A.6 hereto (a “"Notice of Canadian Conversion or Continuation”") and shall be made by giving the Canadian Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) Days prior written notice thereof to the Canadian Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) ), specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of B/A Loans, the Contract Period therefor, (iii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefortherefore, and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Canadian Prime Rate Loans to B/A Loans, no continuation in whole or in part of B/A Loans upon the expiration of the Contract Period therefore, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any the Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.62A.6, the Canadian Administrative Agent does not receive a Notice of Canadian Conversion or Continuation from the a Canadian Borrower containing a permitted election to continue any B/A Loans for an additional Contract Period, to continue any Eurocurrency Loans for an additional Interest Period Period, or to convert any such Loans, then, upon the expiration of the Contract Period or Interest Period Period, therefor, as applicable, such Loans will be automatically converted to Canadian Prime Rate Loans or Base Rate Loans orLoans, in as the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one monthmay be. Each Notice of Canadian Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third seventh Business Day following the Closing Initial Borrowing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the -------- ------- Eurocurrency Loans that willfor each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or an integral multiple of (i) in the case of a Borrowing in Dollars, upon such conversion$1,000,000, constitute (ii) in the case of a single Borrowing that must satisfy Section 2.3in Sterling, (Pounds)750,000, or (iii) in the case of a Borrowing in Euros, 1,000,000 Euros, in each case in excess thereof. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, elect to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Term A Dollar Loans of each applicable Facility shall be allocated among the Term A Dollar Loans of the Term A Dollar Lenders for such Facility in accordance with their respective Term A Dollar Pro Rata Shares. Each conversion or continuation of Term B Loans shall be allocated among the Term B Loans of the Term B Lenders in accordance with their respective Term B Pro Rata Shares. Each conversion or continuation of Term C Loans shall be allocated among the Term C Loans of the Term C Lenders in accordance with their respective Term C Pro Rata Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata Shares. Each conversion or continuation of Multicurrency Revolving Loans shall be allocated among the Multicurrency Revolving Loans of the Lenders in accordance with their respective Multicurrency Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or ----------- ----------------------- Continuation”") and shall be made by giving the Administrative Agent at least ------------ three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ ' in the case of continuation of a Term A Euro Loan or non-Dollar denominated Multicurrency Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days for any Term A Euro Loan or non-Dollar denominated Multicurrency Revolving Loan Loan, as the case may be, if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of ----------- Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of Term A Euro Loans and non-Dollar denominated Multicurrency Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans the other provisions hereof, Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Portions (other than Swing Line Loans)Advances, the Borrower may elect (ibut including Refunded Swing Line Advances,) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Eurodollar Portions, (ii) to convert, at the end expiration of the applicable Interest Period, any outstanding Eurodollar Portions to Base Rate Portions, or (iii) to continue all or any part of the outstanding Eurodollar Portions as Eurodollar Portions for one or more additional Interest Periods, subject to Section 2.7, on the expiration of the Interest Period applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided that Borrower shall not have the right to continue any Eurodollar Portion or convert any Base Rate Portion into, a Eurodollar Portion when any Default with respect theretoto the payment of interest or principal hereunder or any Event of Default has occurred and is continuing and in such case all outstanding Eurodollar Portions shall automatically convert into a Base Rate Portion effective as of the expiration date of the related Interest Period. Notwithstanding anything to the contrary herein, all Swing Line Advances shall be Base Rate Portions, and Borrower shall not be entitled to convert Eurocurrency Loans or any portion thereof Swing Line Advance into a Eurodollar Portion. In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into Base Rate Loans or Portions, and if such conversion occurs prior to continue such Eurocurrency Loans or any portion thereof for an additional the expiration date of the applicable Interest Period; provided, howeverBorrower shall also pay all Funding Costs and other costs, that the aggregate principal amount of the Eurocurrency Loans that willexpenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continue a Loan Portion under this Section 2.8, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, shall deliver an irrevocable notice thereof in the same manner form annexed hereto as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto "C-2" (a “"Notice of Conversion or Continuation”") and shall to Lender no later than 11:00 A.M., New York City time, (which notice may be made by giving facsimile transmission provided that an original is delivered prior to the Administrative Agent at least close of business on the immediately succeeding Business Day) three (3) Business Days’ (Days prior to the proposed conversion or one Business Day continuation date in the case of a conversion into Base Rate Loans to, or four a continuation of, a Eurodollar Portion. A Notice of Conversion or Continuation shall specify (v) the requested conversion or continuation date (which shall be a Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Day), (New York City time) specifying (iw) the amount and type Type of the Loan Portion to be converted or continued, (x) whether a conversion or continuationcontinuation is requested, (iiy) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Portion, the requested Interest Period therefor, and (iiiz) in the case of a conversion, existing Contract Rate applicable to the date of conversion (which date shall Loan Portion to be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole converted or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecontinued.

Conversion or Continuation. With Subject to the provisions of Section 2.2.A (in respect to Dollar denominated Loans (other than Swing Line Loans)of the initial funding of the Term Loan) and Section 2.5, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Term Loan bearing interest at a rate determined by reference to Eurocurrency Loans and one basis to Term Loan bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Term Loan as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. The Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Except as otherwise provided in Section 2.5.B or Section 2.5.C, any Notice of Conversion/Continuation for a non-Dollar denominated Revolving Loan) prior written notice thereof Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date and Notice of Conversion/Continuation for a Base Rate Loan shall be irrevocable on and after the deliver of such Notice of Conversion/Continuation to the Administrative Agent and, in each case, the Borrower shall be bound to effect a conversion or continuation in accordance therewith. A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6Further, the Administrative Agent does not receive submission by the Borrower of a Notice of Conversion or Conversion/Continuation from shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation, as to the matters to which the Borrower containing a permitted election certified to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableapplicable Loan Request and Loan Certificate.

Conversion or Continuation. With respect (a) Subject to Dollar denominated the other provisions hereof, the Borrower shall have the option (i) to convert at any time all or any part of outstanding Base Rate Loans (other than Swing Line Swingline Loans)) which comprise part of the same Borrowing to Eurodollar Loans, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at to convert all or any part of outstanding Eurodollar Loans which comprise part of the end same Borrowing to Base Rate Loans, on the expiration date of any the Interest Period with respect applicable thereto, or (iii) to convert Eurocurrency Loans continue all or any portion thereof into Base Rate part of outstanding Eurodollar Loans or to continue such Eurocurrency which comprise part of the same Borrowing as Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that on the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day expiration of the Interest Period therefor). Notwithstanding the foregoingapplicable thereto; PROVIDED that no Loan may be continued as, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loansconverted into, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of a Eurodollar Loan when any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required . (b) In order to elect to convert or continue a Loan under the terms of this Section 2.62.9, the Administrative Agent does not receive Borrower shall deliver an irrevocable Notice of Continuation or a Notice of Conversion or Continuation from to the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such LoansAdministrative Agent no later than 11:00 a.m., then(New York City time), upon the expiration (i) at least one Business Day in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion date in the case of non-Dollar denominated Revolving Loansa conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed conversion or continuation date in the case of a conver sion to, Eurocurrency Loans with an Interest Period of one monthor a continuation of, a Eurodollar Loan. Each Notice of Conversion or Notice of Continuation shall be irrevocablein the forms of Exhibits E-1 and E-2 hereto and in any event shall specify (w) the requested conversion or continuation date (which shall be a Business Day), (x) the amount and Facility of the Loan to be converted or continued, (y) whether a conversion or continuation is requested, and (z) in the case of a conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Notice of Continuation under this Section 2.9(b), the Administrative Agent shall notify each Bank of the details thereof.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), The Borrowers shall have the Borrower may elect option (i) on to convert all or any Business Day at any time after the earlier part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding LIBOR Rate Loans to Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest then-current LIBOR Period with respect theretotherefor, (ii) to convert Eurocurrency Loans or any portion thereof into Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the Loans; provided, however, that the aggregate principal amount of the Eurocurrency (A) except as provided in SECTION 4.03, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest LIBOR Period therefor). Notwithstanding applicable thereto unless the foregoingBorrowers agree to pay all amounts due pursuant to SECTION 4.02, no conversion in whole (B) Loans extended as, or in part of Base converted into, LIBOR Rate Loans shall be subject to Eurocurrency Loansthe terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), and no continuation in whole (C) any request for extension or in part conversion of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, a LIBOR Rate Loan that shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled fail to specify an Interest LIBOR Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive shall be deemed to be a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans request for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrowers by giving a Notice of Conversion Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 1:00 p.m., New York City time, on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit N-2 hereto, specifying (x) the date of the proposed extension or conversion, (y) the Loans to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. Each Notice of Conversion/Continuation shall be irrevocable. The Borrowers shall have no more than five (5) LIBOR Rate Loans outstanding at any one time.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to ---------------------------- Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the earlier of (a) the 30th day after the Initial Borrowing Date and (b) the Syndication -------- ------- Date, no Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of seven (7) days except as permitted by Administrative Agent in its sole discretion (with all such Interest Periods ending on the same day during such period). Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “----------- "Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one ---------------------------------------- Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforLoans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a ----------- permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Revolving Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans or Term Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans from Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Loans and bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $2,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for Loan on the expiration date of an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute Period applicable thereto. (ii) Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days’ Days in advance of the proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a nonBase Rate Loan on the last day of the then-Dollar denominated Revolving Loanexpiring Interest Period. (iii) prior written notice thereof to A Notice of Conversion/Continuation shall specify (a) the Notice Office given not later than 1:00 p.m. proposed conversion/continuation date (New York City time) specifying which shall be a Business Day), (ib) the amount and type Type of conversion or the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (iid) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiie) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Continuation from telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Borrower containing a permitted election applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case may be, hereunder. (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of non-Dollar denominated Revolving Loansa proposed conversion to, Eurocurrency Loans with an Interest Period or continuation of, a LIBOR Loan (whether by delivery of one month. Each a Notice of Conversion Conversion/Continuation or Continuation telephonic notice) shall be irrevocableirrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Acquisition Loans or any portion thereof may be converted Term Loan or Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to the alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect (i) Each Domestic Borrower shall have the option (A) to Dollar denominated convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to Fixed Rate Loans or (B) to convert all or any portion thereof may be converted part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Eurocurrency Floating Rate Loans on such expiration date; and (ii) at each Borrower shall have the end option to continue all or any part of any its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period with respect thereto, to convert Eurocurrency of such continued Loans or any portion thereof into Base Rate Loans or to continue shall commence on such Eurocurrency Loans or any portion thereof for an additional Interest Periodexpiration date; provided, however, that the aggregate principal amount of the Eurocurrency Loans that willin each case, upon no such conversionoutstanding Loan may be continued as, constitute or be converted into, a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Fixed Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Loan (i) if the amount and type continuation of, or the conversion into, such Fixed Rate Loan would violate any of conversion the provisions of SECTION 4.02 or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing. If, within Any conversion into or continuation of Fixed Rate Loans under this SECTION 4.01(c) shall be in a minimum amount of the time period required Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount. Such minimum levels may be achieved under the terms Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under SECTION 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. (New York time) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 2.6SECTION 4.01(c)(ii), the Administrative Agent does not receive a shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation from the Borrower containing continuation of, a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Borrower shall have the -------------------------- option (A) at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect theretotime, to convert Eurocurrency Loans all or any portion thereof into Base part of outstanding Prime Rate Loans or to continue such Eurocurrency Loans LIBOR Loans; (B) on the last day of the Interest Period applicable thereto, (1) to convert all or any portion thereof for an additional part of outstanding LIBOR Loans to Prime Rate Loans, or (2) continue all or any part of outstanding LIBOR Loans as LIBOR Loans, and the succeeding Interest Period of such continued LIBOR Loans shall commence on last day of the then current Interest Period; provided, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan if (x) the aggregate principal amount continuation of, or the conversion into, would violate any of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy provisions of this Section 2.3. With respect to Euro 2.4 or Sterling denominated Loans(y) an Event of Default or Default has occurred and is continuing. (ii) To convert or continue all or any part of any Loan under Section 2.4(a)(i), the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation shall deliver a Notice of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto Conversion/Continuation (a “"Notice of Conversion or Conversion/Continuation”") and shall be made by giving to the Administrative Agent Bank no later than 11:00 a.m. (Los Angeles time) at least three Business Days’ (or x) one Business Day in the case of a the conversion into Base a Prime Rate Loans Loan or four (y) three (3) Business Days’ Days in the case of conversion into or continuation as a LIBOR Loan, advance of a non-Dollar denominated Revolving Loan) prior written notice thereof to the proposed conversion/continuation date. A Notice Office given not later than 1:00 p.m. of Conversion/Continuation shall specify (New York City time) specifying (iA) the principal amount and type of conversion the Loan to be converted or continuationcontinued, (iiB) the proposed conversion/continuation date (which shall be a Business Day), (C) whether the Loan shall be converted or continued, and (D) in the case of a conversion to into, or continuation of, a continuation of Eurocurrency LoansLIBOR Loan, the requested Interest Period therefor, and (iii) in the case Period. In lieu of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, the Borrower containing a permitted election may give the Bank telephonic notice of any proposed conversion/continuation by the time required under this Section, and such notice shall be confirmed in writing delivered to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of Bank promptly (but in no event later than 3:00 p.m. (Los Angeles time) on the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one monthsame day). Each Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, any Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof (or, if less, the then Total Available Multicurrency Revolving Commitment, the then Total Available USD Revolving Commitment, or the total available Term Commitment for an additional Interest Periodthe applicable Term Facility, as applicable). Each conversion or continuation of Eurocurrency Loans of each applicable Facility shall be allocated among the Eurocurrency Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three 3 Business Days’ (or one 1 Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the Facility or Facilities to which such conversion or continuation applies, (ii) the amount and type of conversion or continuation, (iiiiiii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iiiiiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess continuing and the Administrative Agent, at the request of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuingthe Required Lenders, so notifies Company. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, continued as a Eurocurrency Loan in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans same currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding Base Rate Loans equal to $2,000,000 and multiples of $250,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans, or any portion thereof may be converted to Eurocurrency Loans and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans an Interest Period applicable thereto unless Borrower pays on such conversion date all amounts owing to Lenders under subsection 2.6D; and provided further that willno Loan may be converted into or continued as a Loan denominated in a different currency, upon such conversion, constitute a single Borrowing that but instead must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, be prepaid in the same manner as described for conversions, to continue original currency of such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan and then reborrowed in the other currency. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Conversion/Continuation to Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City time) specifying on the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a continuation of, a Eurodollar Rate Loan denominated in U.S. Dollars) and at least four Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day Days in advance of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no proposed conversion/continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, date (in the case of non-Dollar a conversion to, or a continuation of, a Eurodollar Rate Loan denominated Revolving Loans, Eurocurrency Loans with in an Interest Period Approved Foreign Currency). Agent is its discretion may notify Borrower and the Lenders of one monthsuch other market practice and upon such notification. Each In lieu of delivering a Notice of Conversion or Continuation Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on to continue all or any Business Day part of its outstanding Eurodollar Rate Loans in an amount equal to $10,000,000 and integral multiples thereof or (ii) to convert all or any part of its outstanding Loans in an amount equal to $10,000,000 and integral multiples of $10,000,000 in excess thereof from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Base Rate Loans may be converted into Eurodollar Rate Loans at any time, and, subject to subsection 2.6D, Eurodollar Rate Loans may be converted or continued at any time; and (c) no Loan may be continued as or converted into a Eurodollar Rate Loan at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive Borrower shall deliver a Notice of Conversion or Conversion/Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration Administrative Agent no later than 12:00 noon (New York time) at least one (1) Business Day in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion date in the case of non-Dollar denominated Revolving Loansa conversion to a Base Rate Loan and at least three (3) Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, Eurocurrency or a continuation of, a Eurodollar Rate Loan; provided, however, that if Borrower wishes to request Eurodollar Rate Loans with having an Interest Period other than 14-days, one, two, three or six months in duration as provided in Section 2.2B, the Notice of one monthConversion/Continuation must be received by Administrative Agent not later than 12:00 noon (New York time) four Business Days in advance of the proposed conversion/continuation date, whereupon Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (New York time), three Business Days before the proposed conversion/continuation date, Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period described in the preceding proviso has been consented to by all the Lenders. Each Notice of Conversion Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower submitting any such Notice of Conversion/Continuation shall be irrevocablebound to effect a conversion or continuation in accordance therewith unless Borrower pays to Lenders such amounts as may be due under subsection 2.6D for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in the Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect Borrowers shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Loans equal to Eurocurrency $3,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loans or Loan on the expiration date of an Interest Period applicable thereto. Borrowers shall deliver a Conversion/Continuation Notice to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. (New York City time) specifying at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Conversion/Continuation Notice, within the Borrowers may give the Administrative Agent telephonic notice by the required time period required of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Conversion/Continuation Notice to the terms Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this Section 2.6subsection 2.2D, the Administrative Agent does not receive shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a Notice duly authorized officer or other Person authorized to act on behalf of Conversion the Borrowers or Continuation from for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Borrower containing a permitted election applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrowers shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Conversion/Continuation Notice of Conversion for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount which comprise part of the Eurocurrency Loans that will, upon such conversion, constitute a single same Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Eurodollar Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in to convert all or any part of outstanding Eurodollar Loans which comprise part of the case of a conversion same Borrowing to or a continuation of Eurocurrency Base Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be on the last day of the Interest Period therefor). Notwithstanding the foregoingapplicable thereto, no conversion in whole or in (iii) to continue all or any part of Base Rate outstanding Eurodollar Loans to Eurocurrency Loans, and no continuation in whole or in which comprise part of Dollar denominated Eurocurrency the same Borrowing as Eurodollar Loans upon for an additional Interest Period, on the expiration last day of any the Interest Period thereforapplicable thereto, shall PROVIDED that no Loan may be permitted at continued as, or converted into, a Eurodollar Loan when any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required . (b) In order to elect to convert or continue a Loan under the terms of this Section 2.62.7, the Administrative Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION") to the Agent does not receive no later than 12:00 noon, New York City time, (i) at least one Business Day in advance of the proposed conversion date in the case of a conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed conversion or continuation date in the case of a conversion to, or a continuation of, a Eurodollar Loan. A Notice of Conversion or Continuation shall specify (w) the requested conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be converted or continued, (y) whether a conversion or continuation is requested, and (z) in the case of a conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation from under this Section 2.7, the Borrower containing Agent shall provide each Lender with a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecopy thereof.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Borrower shall have the option (A) to convert at any time after all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the earlier of (x) the third Business Day following the Closing Date and (y) the same date the Administrative Agent notifies the Borrower that to Base Rate Loans or any portion thereof may be converted to Eurocurrency IBOR Rate Loans and on such expiration date; (iiC) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans all or any portion thereof into part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans or Eurodollar Rate Loans on such expiration date; (D) to continue such Eurocurrency Loans all or any portion thereof for part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an additional Interest Period; providedIBOR Rate Loan (i) if the continuation of, howeveror the conversion into, that the aggregate principal amount would violate any of the Eurocurrency Loans that will, upon such conversion, constitute provisions of SECTION 5.2 or (ii) if an Event of Default or a single Borrowing that must satisfy Section 2.3Potential Event of Default would occur or has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion into or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the or IBOR Rate Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this SECTION 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four Business Days’ in the case of a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a non-Dollar denominated Revolving Loan) prior written notice thereof Loan under SECTION 5.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Notice Office given not Payment and Disbursement Agent no later than 1:00 p.m. 11:00 a.m. (New York City time) specifying at least three (i3) Business Days in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the amount and type of conversion or continuationproposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, (D) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansEurodollar Rate Loan, the requested Eurodollar Interest Period thereforPeriod, and (iiiE) in the case of a conversionconversion to, or continuation of, an IBOR Rate Loan, 75 the date requested IBOR Interest Period. In lieu of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, the Borrower containing may give the Payment and Disbursement Agent telephonic notice of any proposed conversion/continuation by the time required under this SECTION 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a permitted election Notice of Conversion/Continuation under this SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to continue any Eurocurrency Loans for an additional Interest Period or this SECTION 5.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert any such or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this SECTION 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans or IBOR Rate Loans, then, upon the expiration of the Interest Period thereforapplicable thereto, such Loans will shall automatically be automatically converted to Base continued as Eurodollar Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an a Eurodollar Interest Period of one month. Each Notice thirty (30) days; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of Conversion the provisions of SECTION 5.2 or Continuation shall be irrevocable(ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four three Business Days’ ' in the case of continuation of a non-Dollar Loan denominated Revolving Loanin Euros) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding Term Loans or Revolving Loans which are Base Rate Loans or any portion thereof may be converted in an amount equal to Eurocurrency the applicable Minimum Amount to Loans denominated in Dollars and bearing interest at a rate determined by reference to the Adjusted Offshore Rate, (ii) at to convert all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars to Base Rate Loans upon the end expiration of the Interest Period applicable to such Offshore Rate Loans, (iii) to continue all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars in an amount equal to the applicable Minimum Amount upon the expiration of the Interest Period applicable to such Offshore Rate Loans, or (iv) upon the expiration of any Interest Period with respect theretoapplicable to an Offshore Currency Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to the applicable Minimum Amount as an Offshore Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling Loan denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto Offshore Currency. (a “Notice of Conversion or Continuation”i) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan, at least one Business Days’ Day in advance of the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of proposed conversion or continuationdate, (ii) in the case of a conversion to to, or a continuation of, an Offshore Rate Loan denominated in Dollars, at least three Business Days in advance of Eurocurrency Loans, the Interest Period thereforproposed conversion/continuation date, and (iii) in the case of a continuation of Offshore Currency Loans, at least five Business Days in advance of the proposed continuation date. A Notice of Conversion/Continuation shall specify (i) the proposed conversion, the /continuation date of conversion (which date shall be a Business Day andDay), if (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion from Eurocurrency Loansto, shall also be or a continuation of, an Offshore Rate Loan, the last day of the requested Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency LoansPeriod, and (v) in the case of a conversion to, or a continuation of, an Offshore Rate Loan, that no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/ Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender, including, if applicable, Offshore Currency Funding Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.1F, 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect (i) Subject to Dollar denominated Loans (other than Swing Line Loans)the -------------------------- provisions of Sections 2.06 and 2.07, the Borrower may elect shall have the ------------- ---- option (iA) on any Business Day to convert at any time after all or any part of outstanding Loans which comprise part of the earlier same Borrowing and which, in the aggregate, equal $1,000,000 or an integral multiple of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that $1,000,000 in excess of such amount from Base Rate Loans to Eurodollar Rate Loans; or (B) to convert all or any portion thereof may be converted part of outstanding Loans which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans to Eurocurrency Base Rate Loans and (ii) at on the end expiration date of any Interest Period with respect applicable thereto, to convert Eurocurrency Loans or any portion thereof into Base provided the remaining amount of Eurodollar -------- Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in with the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and shall not be less than $1,000,000; or (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforapplicable to a Borrowing of Eurodollar Rate Loans, shall be permitted at to continue all or any time at which an Unmatured Event portion of Default such Loans equal to $1,000,000 or an Event integral multiple of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period $1,000,000 in excess of one month for such amount as ================================================================= Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on the expiration date of the Interest Period applicable thereto; provided that no outstanding -------- Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. (ii) In the event the Borrower shall elect to convert or continue a Loan under this Section 2.02(c), the ---------------- Borrower shall deliver an irrevocable Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three Business Days in advance of the proposed conversion date or date of continuation in the case of Eurodollar Rate Loans and on the conversion or continuation date in the case of Base Rate Loans. IfA Notice of Conversion/Continuation shall specify (w) the proposed conversion/continuation date (which shall be a Business Day), within (x) the amount of the Loan to be converted/continued, (y) the nature of the proposed conversion/continuation, and (z) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time period required under the terms of this Section 2.62.02(c); provided that such notice shall be confirmed ---------------- -------- immediately by delivery to the Administrative Agent by facsimile of a Notice of Conversion/Continuation. No failure of the Borrower to confirm any telephonic notice by facsimile shall impair or in any way limit the Borrower's obligations with respect to such Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 2.02(c) (or telephonic --------------- notice in lieu thereof immediately confirmed by facsimile), the Administrative Agent does not receive a shall notify each Lender of the proposed conversion/continuation. (iii) Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation from continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or shall be bound to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, or continue in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableaccordance therewith.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans or any portion thereof may be converted Portions to Eurocurrency Loans and Eurodollar Portions, (ii) to convert, at the end expiration of the applicable Interest Period, any outstanding Eurodollar Portions to Base Rate Portions, or (iii) to continue all or any part of the outstanding Eurodollar Portions as Eurodollar Portions for one or more additional Interest Periods, subject to Section 2.7, on the expiration of the Interest Period applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided that Borrower shall not have the right to continue any Eurodollar Portion, or convert any Base Rate Portion into, a Eurodollar Portion when any Default with respect theretoto the payment of interest or principal hereunder or any Event of Default has occurred and is continuing and in such case all outstanding Eurodollar Portions shall automatically convert into a Base Rate Portion effective as of the expiration date of the related Interest Period. In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert Eurocurrency Loans or any portion thereof such Eurodollar Portions into Base Rate Loans or Portions, and if such conversion occurs prior to continue such Eurocurrency Loans or any portion thereof for an additional the expiration date of the applicable Interest Period; provided, howeverBorrower shall also pay all Funding Costs and other costs, that the aggregate principal amount of the Eurocurrency Loans that willexpenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continue a Loan Portion under this Section 2.8, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, shall deliver an irrevocable notice thereof in the same manner form annexed hereto as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto "A" (a “"Notice of Conversion or Continuation”") and shall to Lender no later than 11:00 A.M., New York City time, (which notice may be made by giving facsimile transmission provided that an original is delivered prior to the Administrative Agent at least close of business on the immediately succeeding Business Day) three (3) Business Days’ (Days prior to the proposed conversion or one Business Day continuation date in the case of a conversion into Base Rate Loans to, or four a continuation of, a Eurodollar Portion. A Notice of Conversion or Continuation shall specify (u) the requested conversion or continuation date (which shall be a Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Day), (New York City time) specifying (iv) the amount and type Type of the Loan Portion to be converted or continued, (w) whether the Loan portion to be converted or continued is evidenced by the Note or the California Note, (x) whether a conversion or continuationcontinuation is requested, (iiy) in the case of a conversion to to, or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.of,

Conversion or Continuation. With respect The Borrower shall have the option -------------------------- to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) convert on any Business Day at any time occurring on or after the earlier Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Term B Loans or Revolving Loans made pursuant to one or more Borrowings (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower it being understood that Swingline Loans will at all times be maintained as Base Rate Loans) of one or more Types of Term B Loans or any portion thereof Revolving Loans, as the case may be, into a Borrowing or Borrowings of another Type of Revolving Loan or Term B Loans, as the case may be, provided -------- that (i) except as otherwise provided in Section 1.10(b), Eurocurrency Loans may --------------- be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such only on the last day of an Interest Period applicable thereto and no partial conversion of a Borrowing of Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that shall reduce the aggregate outstanding principal amount of the Eurocurrency Loans that will, upon made pursuant to such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, less than the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuationMinimum Borrowing Amount, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated may not be converted into Eurocurrency Loans upon the expiration and Eurocurrency Loans may not be continued if, in either case, a violation of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default Section 9.01 or ------------ 9.05 or an Event of Default shall have occurred is in existence on the date of the conversion or ---- continuation, as applicable, and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice or the Required Lenders have determined that such conversion at such time would be disadvantageous to the Lenders and (iii) Borrowings of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation resulting from this Section 1.06 shall be irrevocable.limited in number as provided in ------------

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and SOFR Loans, (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans denominated in Dollars that are SOFR Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency SOFR Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of SOFR Loans of each applicable Facility or Eurocurrency Loans shall be allocated among the SOFR Loans or Eurocurrency Loans, as applicable, in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (or such other form as mutually agreed by Crown Holdings and the Administrative Agent) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of SOFR Loans or Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency SOFR Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforSOFR Loans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any SOFR Loans or Eurocurrency Loans for an additional Interest Period or to convert any such SOFR Loans or Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such SOFR Loans or Eurocurrency Loans will be automatically converted to Base Rate continued as SOFR Loans oror Eurocurrency Loans, as applicable, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans Portion to Eurodollar Portions, or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof part of the outstanding Eurodollar Portions as Eurodollar Portions for an additional Interest Period; provided, however, that on the aggregate principal amount expiration of the Eurocurrency Loans Interest Period applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided that willno Loan Portion may be continued as, upon such conversionor converted into, constitute a single Borrowing that must satisfy Section 2.3. With Eurodollar Portion when any Default with respect to Euro the payment of money or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, any Event of Default has occurred and is continuing or (iii) to continue such Eurocurrency Loans convert at any time all or any portion thereof for an additional of the outstanding Eurodollar Portions to a Base Rate Portion. In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into a Base Rate Portion, and if such conversion occurs prior to the expiration date of the applicable Interest Period. Each conversion , Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Loans of each applicable Facility continue a Loan Portion under this Section 2.08, Borrower shall be allocated among the Loans of the Lenders for such Facility deliver an irrevocable notice thereof in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of annexed hereto as Exhibit 2.6 hereto "C" (a “"Notice of Conversion or Continuation”") and shall to Agent no later than 11:00 A.M., New York City time, (which notice may be made by giving facsimile transmission provided that an original is delivered prior to the Administrative Agent at least close of business on the immediately succeeding Business Day) three (3) Business Days’ (Days prior to the proposed conversion or one Business Day continuation date in the case of a conversion into Base Rate Loans to, or four a continuation of, a Eurodollar Portion. A Notice of Conversion or Continuation shall specify (v) the requested conversion or continuation date (which shall be a Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. Day), (New York City time) specifying (iw) the amount and type Type of the Loan Portion to be converted or continued, (x) whether a conversion or continuationcontinuation is requested, (iiy) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Portion, the requested Interest Period therefor, and (iiiz) in the case of a conversion, Contract Rate applicable to the date of conversion (which date shall Loan Portion to be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole converted or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecontinued as previously quoted by Agent.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, provided that no Loans shall be converted to Eurodollar Rate Loans with an Interest Period of greater than one-month prior to the 90th day after the Closing Date unless otherwise approved by Administrative Agent, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect The Borrower shall have the option (A) to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day convert at any time after all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the earlier of (x) the third Business Day following the Closing Date and (y) the same date the Administrative Agent notifies the Borrower that to Base Rate Loans or any portion thereof may be converted to Eurocurrency IBOR Rate Loans and on such expiration date; (iiC) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans all or any portion thereof into part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans or Eurodollar Rate Loans on such expiration date; (D) to continue such Eurocurrency Loans all or any portion thereof for an additional part of outstanding Eurodollar Rate Loans having Eurodollar Interest PeriodPeriods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the aggregate principal amount continuation of, or the conversion into, would violate any of the Eurocurrency Loans that will, upon such conversion, constitute provisions of Section 5.2 or (ii) if an Event of Default or a single Borrowing that must satisfy Section 2.3Potential Event of Default would occur or has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion into or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the or IBOR Rate Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this Section 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency an entire Borrowing of Non Pro Rata Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate but not Swing Line Loans or any portion thereof may be converted Negotiated Rate Loans) equal to Eurocurrency $2,500,000 and integral multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $2,500,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Prime Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that willan Interest Period applicable thereto, upon unless Company pays to Lenders such conversion, constitute amounts as may be due under section D of Appendix A annexed hereto for failure of a single Borrowing that must satisfy Section 2.3. With respect conversion to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof); PROVIDED FURTHER that Swing Line Loans shall only bear interest as Prime Rate Loans and Company shall not have any right to convert outstanding Swing Line Loans which are Prime Rate Loans into Swing Line Loans bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate; and PROVIDED FURTHER that no Loan may be made as (other than the making of each applicable Facility shall be allocated among Swing Line Loans) or converted into a Prime Rate Loan during the Loans period from December 24 of any year to and including January 7 of the Lenders immediately succeeding year for such Facility the purpose of investing in accordance with their respective Pro Rata Sharessecurities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Each such election Negotiated Rate Loans may not be converted or continued but shall be in substantially at all times bear interest at the form of Exhibit 2.6 hereto (applicable Negotiated Rate. Company shall deliver a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 12:00 Noon (New York time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion into Base to a Prime Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to or a continuation of Eurocurrency Loansa Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date or a continuation of conversion (which date shall be a Business Day andEurodollar Rate Loan, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2C; PROVIDED that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or 36 44 for otherwise acting in good faith under this subsection 2.2C, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case may be, hereunder. Except as otherwise provided in sections B, C and G of non-Dollar denominated Revolving LoansAppendix A annexed hereto, Eurocurrency Loans with an Interest Period of one month. Each a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith, unless Company pays to Lenders such amounts as may be due under section D of Appendix A annexed hereto for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrowers shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche B Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided further, however, that Loans may not be continued as or converted to Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Initial Period. Each conversion or continuation of Loans of each applicable Facility Borrowers shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) unless the Requisite Lenders otherwise agree, in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the either Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of either Borrower containing a permitted election or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrowers shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of its outstanding Revolving Loans and Term Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest determined by reference to the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate to Loans or any portion thereof may be converted bearing interest determined by reference to Eurocurrency Loans and the Eurodollar Rate (ii) to convert at any time all or any part of its outstanding Revolving Loans and Term Loan equal to $250,000 and multiples of $100,000 in excess of that amount from Loans bearing interest determined by reference to the end Eurodollar Rate to Loans bearing interest determined by reference to the Base Rate or (iii) upon the expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that in the aggregate principal amount event that Eurodollar Rate Loans are converted on any date that is not the last day of the Eurocurrency Loans that willInterest Period applicable thereto for any reason, upon such conversionBorrower shall indemnify, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loansdefend, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of and hold Administrative Agent and the Lenders for such Facility and their Participants harmless against any and all losses in accordance with their respective Pro Rata Sharessubsection 2.6D(iii). Each such election Borrower shall be in substantially the form of Exhibit 2.6 hereto (deliver a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City Los Angeles time) specifying on the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforEurodollar Rate Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. If Borrower fails to deliver a Notice of Conversion/Continuation from the with respect to any Eurodollar Rate Loan as described above, Borrower containing a permitted election shall be deemed to continue any Eurocurrency Loans for an additional Interest Period or have elected to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted Loan to a Base Rate Loans or, in the case Loan. Administrative Agent shall notify each Lender of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each any Loan subject to a Notice of Conversion or Continuation shall be irrevocableConversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after all or any part of its outstanding Loans equal to $5,000,000 (or $1,000,000 in the earlier case of Revolving Loans) and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (xii) upon the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base expiration of any Interest Period applicable to a Eurodollar Rate Loans Loan or HIBOR Rate Loan, to continue all or any portion thereof may be converted of such Loan equal to Eurocurrency Loans $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan or HIBOR Rate Loan, it being understood that each amount set forth in the foregoing clauses (i) and (ii) at shall apply to the end requested aggregate amount of any Interest Period with respect theretosuch conversion or continuation, as applicable, to convert Eurocurrency be so converted or continued (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Perioddenominated in HK Dollars and Patacas); provided, however, that except as provided in subsection 2.6F, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. The Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect Conversion/Continuation Notice to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent no later than 3:00 p.m. (Eastern time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least five Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to a Eurodollar Rate Loan, or a continuation of a non-Dollar denominated Revolving Eurodollar Rate Loan or HIBOR Rate Loan) prior written notice thereof to the ). A Conversion/Continuation Notice Office given not later than 1:00 p.m. (New York City time) specifying shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to a Eurodollar Rate Loan, or a continuation of Eurocurrency Loansa Eurodollar Rate Loan or HIBOR Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to a Eurodollar Rate Loan, the date or a continuation of conversion (which date shall be a Business Day andEurodollar Rate Loan, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have has occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period is continuing and (vi) in excess the case of one month for any non-Dollar denominated Revolving Loan if an Unmatured a continuation of a HIBOR Rate Loan, that no Potential Event of Default or an Event of Default has occurred and is continuing or, if a Potential Event of Default or Event of Default has occurred and is continuing, the Borrower has not been notified in writing by the Administrative Agent that it may not continue such HIBOR Rate Loan. IfIn lieu of delivering the above-described Conversion/Continuation Notice, within the Borrower may give the Administrative Agent telephonic notice by the required time period required of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Conversion/Continuation Notice to the terms Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this Section 2.6subsection 2.2D, the Administrative Agent does not receive a Notice of Conversion shall promptly transmit such notice by telefacsimile or Continuation from telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower containing in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other Person authorized to continue act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice the Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G, a Conversion/Continuation Notice of Conversion for conversion to, or Continuation continuation of, a Eurodollar Rate Loan or a HIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect (a) Subject to Dollar denominated Loans (the other than Swing Line Loans)provisions hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount which comprise part of the Eurocurrency Loans that will, upon such conversion, constitute a single same Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Eurodollar Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in to convert all or any part of outstanding Eurodollar Loans which comprise part of the case of a conversion same Borrowing to or a continuation of Eurocurrency Base Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be on the last day of the Interest Period therefor). Notwithstanding the foregoingapplicable thereto, no conversion in whole or in (iii) to continue all or any part of Base Rate outstanding Eurodollar Loans to Eurocurrency Loans, and no continuation in whole or in which comprise part of Dollar denominated Eurocurrency the same Borrowing as Eurodollar Loans upon for an additional Interest Period, on the expiration last day of any the Interest Period thereforapplicable thereto; PROVIDED that no Loan may be continued as, shall be permitted at or converted into, a Eurodollar Loan when any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required . (b) In order to elect to convert or continue a Loan under the terms of this Section 2.6SECTION 2.9, the Administrative Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION)" to the Agent does not receive no later than 12:00 noon, New York City time, (i) at least one Business Day in advance of the proposed conversion date in the case of a conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed conversion or continuation date in the case of a conversion to, or a continuation of, a Eurodollar Loan. A Notice of Conversion or Continuation shall specify (w) the requested conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be converted or continued, (y) whether a conversion or continuation is requested, and (z) in the case of a conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation from under this Section 2.9, the Borrower containing Agent shall provide each Lender with a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablecopy thereof.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Borrower shall have the option (A) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any portion thereof part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; (C) to convert all or any part of any Dollar denominated Loan to an Alternative Currency Loan; (D) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted to Eurocurrency Loans and into, a Eurodollar Rate Loan or an Alternative Currency Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of SECTION 5.2 or (ii) at the end if an Event of any Interest Period with respect thereto, to convert Eurocurrency Loans Default or any portion thereof a Potential Event of Default would occur or has occurred and is continuing. Any conversion into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this SECTION 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under SECTION 5.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Payment and Disbursement Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days’ Days (in the case of continuation of a non-Dollar denominated Revolving Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) prior written notice thereof to in advance of the proposed conversion/continuation date. A Notice Office given not later than 1:00 p.m. of Conversion/Continuation shall specify (New York City time) specifying (iA) the amount and type of conversion or continuationproposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansEurodollar Rate Loan, the requested Eurodollar Interest Period therefor, and (iii) in the case Period. In lieu of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, the Borrower containing may give the Payment and Disbursement Agent telephonic notice of any proposed conversion/continuation by the time required under this SECTION 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a permitted election Notice of Conversion/Continuation under this SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation 62 of, a Loan (or telephonic notice in lieu thereof) given pursuant to continue any Eurocurrency Loans for an additional Interest Period or this SECTION 5.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert any such or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this SECTION 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, then, upon the expiration of the Interest Period thereforapplicable thereto, such Loans will shall automatically be automatically converted to Base continued as Eurodollar Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an a Eurodollar Interest Period of one month. Each Notice thirty (30) days; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of Conversion the provisions of SECTION 5.2 or Continuation shall be irrevocable(ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. With respect Subject to Dollar denominated the provisions of subsection 2.6, the applicable Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans (other than Swing Line French Tranche C2 Term Loans), the Borrower may elect (iwhich shall always constitute Euro LIBOR Loans) on any Business Day or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate a rate determined by reference to one basis to Loans or any portion thereof may be converted bearing interest at a rate determined by reference to Eurocurrency Loans and an alternative basis, (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan to a Domestic Borrower, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (iii) to convert at any time all or any part of its outstanding Offshore Revolving Loans or equal to $5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (iv) upon the expiration of any Interest Period applicable to a Euro Rate Loan, to continue such Eurocurrency Loans as a Euro Rate Loan all or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect Euro Rate Loan equal to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation $5,000,000 and integral multiples of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor$1,000,000, and (iiithe succeeding Interest Period(s) in the case of a conversion, the date of conversion (which date such continued Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoingLoan to be continued, no conversion in whole or in part of provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon Loan on the expiration date of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive The applicable Borrower shall deliver a Notice of Conversion or Conversion/Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration Administrative Agent no later than 12:00 Noon (New York time) at least one Business Day in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion/continuation date (in the case of non-Dollar denominated Revolving Loansa conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, Eurocurrency Loans with an Interest Period of one monthor a continuation of, a Euro Rate Loan). Each A Notice of Conversion or Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be irrevocablea Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Euro Rate Loan, the requested Interest Period. In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided, that, such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Euro Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the relevant Borrower shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6E for failure of a conversion to or continuation of any Euro Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, a Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans denominated in Dollars equal to Eurocurrency the Minimum Amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect thereto, applicable to convert Eurocurrency Loans any Offshore Rate Loan to continue all or any portion thereof into Base of such Loan equal to the Minimum Amount as an Offshore Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that any Offshore Rate Loan denominated in Dollars may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency an Interest Period applicable thereto; provided further that Revolving Loans denominated in an Offshore Currency may not be converted into Base Rate Loans and that will, upon such conversion, constitute Loans denominated in one currency may not be converted into Loans denominated in another currency. A Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 12:00 Noon (Local Time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into of an Offshore Rate Loan denominated in Dollars to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, an Offshore Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/ continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, an Offshore Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loansan Offshore Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the a Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit said notice by telefacsimile or telephone to each applicable Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice any Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2.4, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $1,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $500,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. 12:00 P.M. (New York City time) ), to the Notice Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Acquisition Loans, Working Capital Loans, Term A Loans, Term B Loans or Term C Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, 51 58 shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 2.7 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.this

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2.4, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $1,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $500,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. 12:00 P.M. (New York City time) ), to the Notice Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Acquisition Term Loans or any portion thereof may be Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis; provided -------- that Loans converted to Eurocurrency Eurodollar Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Charlotte, NC time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.