Common use of Continuations and Conversions Clause in Contracts

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption with respect to any Loan, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(f), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.3 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrower shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 10:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.04, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (Ai) except as provided in Section 3.114.02, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Ciii) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period (and assuming the Borrower has not delivered a notice of prepayment pursuant to Section 3.02(a)) shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part (other than Swing Line Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the applicable Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the applicable Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the such Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part (other than Swingline Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans (other than Swingline Loans. By no later than 12:00 noon ); provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 12:00 noon (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption with respect to any Revolving Loan, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(f), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption with respect to all or any part of the Term Loans, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(d), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon p.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.2, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part Dollars into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) upon the occurrence of an Event of Default, any Eurodollar Loan then outstanding shall automatically be converted into a Base Rate Loan at the end of the Interest Period then in effect for such Eurodollar Loan, (d) Base Rate Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Ce) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion, in each case, to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrowers shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrowers wish to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) after notice from the Administrative Agent or the Required Lenders, Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest PeriodPeriod and (e) any request for continuation or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Loans to be continued or converted are Revolving Loans or Term Loans, (B) whether the Borrower wishes to continue or convert such Loans and (C) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Rate Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Rate Loans or to convert Eurodollar Eurocurrency Rate Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Eurocurrency Rate Loan denominated in Dollars to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Eurocurrency Rate Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar LoanEurocurrency Rate Loan denominated in Dollars or (c) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the requested continuation of a Eurocurrency Rate Loan denominated in Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.7 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurocurrency Rate Loan or convert a Base Rate Loan to a Eurocurrency Rate Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Eurocurrency Rate Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Eurocurrency Rate Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Rate Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Eurocurrency Rate Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Rate Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month, and (D) any failure to state the Interest Period with respect to the continuation of a Eurocurrency Rate Loan or the conversion of a Base Rate Loan to a Eurocurrency Rate Loan shall constitute a request for a one month Interest Period. No Revolving Loans may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. It is understood and agreed that Competitive Bid Loans and Swing Line Loans may not be continued or converted.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no Each continuation of existing Eurodollar Loans and each conversion of Loans from one type to the other shall be made upon the Borrower’s irrevocable notice to the Lender which may be given by (A) telephone or (B) a Notice of Continuation/Conversion; provided, that any telephonic notice must be confirmed immediately by delivery to the Lender of a Notice of Continuation/Conversion. Each such Notice of Continuation/Conversion must be received by the Lender not later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written . Each Notice of Continuation/Conversion in the form of Exhibit 2.3, setting shall set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrowers shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrowers wish to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to each such continuation or conversion must be requested by the date of the requested conversion of a Eurodollar Loan Borrower pursuant to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 1:00 p.m. (Charlotte, North Carolina time) (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Eurodollar Loans or Base Rate Loans, effect selection of Eurodollar Loans or Base Rate Loans and to transfer funds based in each case on telephonic notices made by any person or persons the Agent or any Lender reasonably believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice signed by a Responsible Officer of the Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent demonstrable error.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two (2) Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three (3) Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Prime Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Prime Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32(c) attached hereto, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Prime Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Prime Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Prime Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Prime Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Lender.

Continuations and Conversions. Subject to the terms belowof Section 5.2 (other than Section 5.2(b)), the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Loans or to convert Eurodollar Eurocurrency Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in substantially the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Eurocurrency Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Eurocurrency Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Eurocurrency Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurocurrency Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurocurrency Loan or convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period applicable thereto. Notwithstanding the foregoing, Loans made in Foreign Currency may not be continued or converted pursuant to this Section 2.1(e) but instead must be repaid at the end of the applicable Interest Period in the Foreign Currency in which such Loan was made.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two (2) Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three (3) Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms belowof Section 5.2 (other than Section 5.2(b)), the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Loans or to convert Eurodollar Eurocurrency Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in substantially the form of Exhibit 2.3EXHIBIT 2.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Eurocurrency Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Eurocurrency Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Eurocurrency Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurocurrency Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurocurrency Loan or convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part Dollars into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.6, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion in each case, to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 12:00 p.m. (noon) (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The U.S. Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part (other than U.S. Swingline Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans (other than U.S. Swingline Loans. By no later than 12:00 noon ); provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the U.S. Borrower pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the U.S. Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the U.S. Administrative Agent which shall set forth (A) whether the U.S. Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Upon receipt of a Notice of Continuation/Conversion, the Agent shall promptly inform the Lenders as to the terms thereof. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(d), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) one Business Day prior to a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) two Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in ----------- compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Loans to be continued or converted are Revolving Loans or Term Loans, (B) whether the Borrower wishes to continue or convert such Loans and (C) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrower shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the 30 Spectra Energy Partners OLP, LP (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable Interest Periodthereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Term Benchmark Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans into Term Benchmark Loans denominated in whole or in part into Eurodollar Loans Dollars or to convert Eurodollar Term Benchmark Loans denominated in whole or in part Dollars into Base Rate Loans. By no later than 12:00 noon 11:00 a.m., Local Time, (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Term Benchmark Loan denominated in Dollars to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Term Benchmark Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar LoanTerm Benchmark Loan denominated in Dollars or (c) three Business Days prior to the date of the requested continuation of a Term Benchmark Loan denominated in Euros, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, submitted by hand delivery, fax or email, to the Administrative Agent (or, in the case of a continuation or conversion of Loans denominated in Dollars to Loans denominated in Dollars, telephonic notice, confirmed promptly by hand delivery, fax or email to the Administrative Agent of a written Notice of Continuation/Conversion, in the form of Exhibit 2.4) setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Term Benchmark Loan or convert a Base Rate Loan to a Term Benchmark Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Term Benchmark Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Term Benchmark Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Term Benchmark Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Term Benchmark Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Term Benchmark Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period.; provided, however, that in the case of a failure to timely request a continuation of Term Benchmark Loans denominated in an Alternative Currency or if any such request fails to comply with the terms hereof, such Loans shall be continued as Term Benchmark Loans in their original currency with an Interest Period of one month, and (D) any failure to state the Interest Period with respect to the continuation of a Term Benchmark Loan or the conversion of a Base Rate Loan to a Term Benchmark Loan shall constitute a request for a one month Interest Period. No Revolving Loans may be converted into or continued as Revolving Loans denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loans and reborrowed in the other currency. It is understood and agreed that Swing Line Loans may not be continued or converted. [[5731659]]

Continuations and Conversions. Subject to the terms belowof Section 5.2 (other than Section 5.2(b)), the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Loans or to convert Eurodollar Eurocurrency Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in substantially the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Eurocurrency Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Eurocurrency Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Eurocurrency Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) three Business Day prior to the date for a requested conversion of a Eurocurrency Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurocurrency Loan or convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period applicable thereto. Notwithstanding the foregoing, Loans made in Foreign Currency may not be continued or converted pursuant to this Section 2.1(e) but instead must be repaid at the end of the applicable Interest Period in the Foreign Currency in which such Loan was made.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption with respect to any Revolving Loan, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(f), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrower shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable Interest Periodthereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two (2) Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three (3) Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.2 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period and (D) any failure to state the Interest Period with respect to the continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan shall constitute a request for a one month Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon p.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) after notice from the Agent or the Required Lenders, Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Loans to be continued or converted are Revolving Loans or Term Loans, (B) whether the Borrower wishes to continue or convert such Loans and (C) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto; provided that prior to December 31, 1998, the Borrowers may not, without the consent of the Administrative Agent, request any Interest Period for Eurodollar Loans other than a one-month Interest Period.

Continuations and Conversions. Subject to the terms belowof Section 5.1, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.2, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Loans to be continued or converted are Tranche A Term Loans or Tranche B Term Loans, (B) whether the Borrower wishes to continue or convert such Loans and (C) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and Loan, (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar LoanLoan denominated in Dollars or (c) four Business Days prior to the requested date of any borrowing or continuation of Eurodollar Loans denominated in Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.4 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Loans in their original currency with an Interest Period of one month. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default (and the Required Lenders may demand that any or all of the then outstanding Eurodollar Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof on the last day of the then current Interest Period with respect thereto) and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.2, setting forth whether the Borrower wishes to continue or convert such Term Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior each such continuation or conversion must be requested by the Borrower by telephone to the date Administrative Agent followed by prompt submission of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case by telephone to the Administrative Agent followed by a written Notice of Continuation/Conversion promptly submitted to the Administrative Agent which shall set forth (x) whether the Borrower intends to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, on behalf of itself or a Foreign Subsidiary Borrower, to continue existing Eurodollar Eurocurrency Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Loans or to convert Eurodollar Eurocurrency Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.7, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, Eurodollar Eurocurrency Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Eurocurrency Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Loans during the existence and continuation of a Default or an Event of Default and without the consent of the Required Lenders, (Cd) any request to continue extend a Eurodollar Eurocurrency Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Eurocurrency Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period.Period and (e) any request for continuation or conversion of a Eurocurrency Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurocurrency Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to a written Notice of

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part Fed Funds Loans for a subsequent Interest Period, to convert Base Prime Rate Loans in whole or in part Fed Funds Loans into Eurodollar Loans, to convert Fed Funds Loans into Prime Rate Loans or Eurodollar Loans or to convert Eurodollar Loans in whole or in part Fed Funds Loans into Base Prime Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans and Fed Funds Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Prime Rate Loans or Fed Funds Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Prime Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Prime Rate Loan or Fed Funds Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Prime Rate Loan or Fed Funds Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan or Fed Funds Loan, the Interest Period applicable thereto; provided that prior to June 30, 1998, the Borrowers may not, without the consent of the Administrative Agent, request any Interest Period for Eurodollar Loans other than a one-month Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) at the election of the Required Lenders, Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms belowof Section 5.1, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.2, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Loans to be continued or converted are Tranche A Supplemental Term Loans or Tranche B Term Loans, (B) whether the Borrower wishes to continue or convert such Loans and (C) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the optionoption (subject to the limitations set forth below), on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part Floating Eurodollar Rate Loans into Eurodollar Loans or to convert Eurodollar Loans in whole into Base Rate Loans or in part Floating Eurodollar Rate Loans or to convert Base Rate Loans into Floating Eurodollar Rate Loans or to convert Floating Eurodollar Rate Loans into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, if a Eurodollar Loans may only be Loan is continued or converted into a Base Rate Loans Loan or a Floating Eurodollar Rate Loan on any day other than the last day of the Interest Period applicable thereto, then the Borrowers shall be subject to the provisions set forth in Section 4.3, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans or Floating Eurodollar Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.to

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Eurocurrency Loans or to convert Eurodollar Eurocurrency Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Eurocurrency Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Eurocurrency Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Eurocurrency Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower by telephone, as well as pursuant to a Notice of Continuation/Conversion, no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurocurrency Loan made in Dollars to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurocurrency Loan or convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans Loans, or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(e), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed result in a request to convert conversion of such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent (which shall promptly notify each of the Lenders) which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3EXHIBIT 2.1(E), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the ----------- terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to Any Eurodollar Loan that remains outstanding at the terms belowend of the applicable Interest Period, and any Base Rate Loan that remains outstanding at the Borrower end of an interest period specified on the applicable Notice of Borrowing or Notice of Continuation/Conversion, shall automatically be converted into a Base Rate Loan accruing interest at the Prime Rate on the last day of the applicable Interest Period or interest period; provided, however, that Deltic or Del-Tin, -------- ------- as the case may be, shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, Period or to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon if the following conditions are satisfied: (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by Deltic or Del-Tin, as the case may be, pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as ----------- provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue a Eurodollar Loan that fails to comply Deltic or Del-Tin, as the case may be, has complied with the terms hereof of Section 5.2. Each Notice of Continuation/Conversion must be submitted to the Agent by Deltic or any failure Del-Tin, as the case may be, no later than 11:00 a.m. three Business Days prior to request the date for a requested continuation of a Eurodollar Loan at the end or conversion of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Periodto a Eurodollar Loan.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. Subject to the limitations of Section 2.3 and this Section, the initial borrowing may bear more than one Interest Period, and the continuation or conversion of any Loan may be to more than one Interest Period. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Initial Lender if such Lender is the sole lender at such time, or to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.2 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period(s) applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period and (D) any failure to state the Interest Period with respect to the continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan shall constitute a request for a one month Interest Period.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Eurocurrency Rate Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans into Eurocurrency Rate Loans denominated in whole or in part into Eurodollar Loans Dollars or to convert Eurodollar Eurocurrency Rate Loans denominated in whole or in part Dollars into Base Rate Loans. By no later than 12:00 noon 11:00 a.m., Local Time, (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Eurocurrency Rate Loan denominated in Dollars to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Eurocurrency Rate Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar LoanEurocurrency Rate Loan denominated in Dollars or (c) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the requested continuation of a Eurocurrency Rate Loan denominated in Alternative Currencies, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, submitted by hand delivery, fax or email, to the Administrative Agent (or, in the case of a continuation or conversion of Loans denominated in Dollars to Loans denominated in Dollars, telephonic notice, confirmed promptly by hand delivery, fax or email to the Administrative Agent of a written Notice of Continuation/Conversion, in the form of Exhibit 2.4) setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurocurrency Rate Loan or convert a Base Rate Loan to a Eurocurrency Rate Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Eurocurrency Rate Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Eurocurrency Rate Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Eurocurrency Rate Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Eurocurrency Rate Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Eurocurrency Rate Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period; provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency or if any such request fails to comply with the terms hereof, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month, and (D) any failure to state the Interest Period with respect to the continuation of a Eurocurrency Rate Loan or the conversion of a Base Rate Loan to a Eurocurrency Rate Loan shall constitute a request for a one month Interest Period. No Revolving Loans may be converted into or continued as Revolving Loans denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loans and reborrowed in the other currency. It is understood and agreed that Swing Line Loans may not be continued or converted.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Floating Rate Loans in whole or in part (other than Swingline Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Floating Rate Loans (other than Swingline Loans. By no later than 12:00 noon ); provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion in compliance with the form of Exhibit 2.3, setting terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Floating Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Floating Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Floating Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Floating Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Floating Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Floating Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.2, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part (other than Swing Line Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon p.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.3, setting forth whether the Borrower wishes to continue or convert such Revolving Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.6 setting forth (i) whether the Borrower wishes to continue or convert such Loans, (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto and (iii) whether the Loans to be continued or converted are Revolving Loans or Term Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period and (D) any failure to state the Interest Period with respect to the continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan shall constitute a request for a one month Interest Period. It is understood and agreed that Competitive Bid Loans and Swing Line Loans may not be continued or converted.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and Loan, (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar LoanLoan denominated in Dollars or (c) four Business Days prior to the requested date of any borrowing or continuation of Eurodollar Loans denominated in Alternative Currencies, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.3 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Loans in their original currency with an Interest Period of one month. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default (and the Required Lenders may demand that any or all of the then outstanding Eurodollar Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof on the last day of the then current Interest Period with respect thereto) and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.1(c), setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) after notice from the Lender, Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 1:00 p.m. (i) the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Lender which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower The Borrowers shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part (other than Swing Line Loans) into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans (other than Swing Line Loans. By no later than 12:00 noon ); provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan must be requested by the Borrowers pursuant to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrowers wish to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.5 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period and (D) any failure to state the Interest Period with respect to the continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan shall constitute a request for a one month Interest Period. It is understood and agreed that Competitive Bid Loans and Swing Line Loans may not be continued or converted.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.4, setting forth whether the Borrower wishes to continue or convert such Term Loans. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in ----------- compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Revolving Loans that are Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Revolving Loans that are Base Rate Loans in whole or in part into Eurodollar Loans or to convert Revolving Loans that are Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior each such continuation or conversion must be requested by the Borrower by telephone to the date Administrative Agent followed by prompt submission of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.13, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (Cd) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest PeriodPeriod and (e) any request for continuation or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case by telephone to the Administrative Agent followed by a written Notice of Continuation/Conversion promptly submitted to the Administrative Agent which shall set forth (A) whether the Borrower intends to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms belowof Section 5.2, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable theretohereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the (a) U.S. Borrower. The U.S. Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue an existing Eurodollar Loans in whole or in part for Revolving Loan into a subsequent Interest Period, to convert a Base Rate Loan into a Eurodollar Loan or to convert a Eurodollar Loan into a Base Rate Loan; provided, however, that (i) each such continuation must be requested by the U.S. Borrower pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 4.1, in compliance with the terms set forth below and (ii) except as provided in Section 4.11, Eurodollar Loans may be converted into Base Rate Loans in whole or in part only on the last day of an Interest Period applicable thereto; (iii) Eurodollar Loans may be continued and Base Rate Loans may be converted into Eurodollar Loans only if no Default or Event of Default is in existence on the date of continuation or conversion; and (iv) failure by the U.S. Borrower to convert properly continue a Eurodollar Loans in whole or in part into Loan at the end of an Interest Period shall be deemed a conversion to a Base Rate LoansLoan. By Each continuation or conversion must be 45 51 requested by the U.S. Borrower no later than 12:00 noon 10:00 a.m., Charlotte, North Carolina time, (aA) two Business Days prior to on the date of the a requested conversion of a Eurodollar Loan to a Base Rate Loan and or (bB) three Business Days prior to the date of the a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide in each case pursuant to a written Notice of Continuation/Conversion in submitted to the form of Exhibit 2.3, setting Administrative Agent which shall set forth (x) whether the Loans to be continued or converted are U.S. Revolving Loans, Canadian Revolving Loans or U.S. Term Loans, (y) whether the U.S. Borrower wishes to continue or convert such Loans. Notwithstanding anything herein Loans and (z) if the request is to the contrary, (A) except as provided in Section 3.11, continue a Eurodollar Loans may only be continued Loan or converted into convert a Base Rate Loans on the last day of Loan to a Eurodollar Loan, the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation . The Administrative Agent shall give each U.S. Lender notice as promptly as practicable of a Default any such proposed extension or an Event of Default and (C) any request conversion pursuant to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Periodthis section.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during if on the existence and date of such conversion or continuation of a Default or an Event of Default has occurred and is continuing and (Civ) any request to continue a Eurodollar Loan that fails to comply with to (A) on the terms hereof or any failure to request date for a continuation requested conversion of a Eurodollar Loan at the end of an Interest Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on or (B) three Business Days prior to the last day date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable Interest Periodthereto.

Continuations and Conversions. Subject to the terms belowof Section 5.1, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing in existence Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.2, setting in ----------- compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.113.12, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan for a conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested extension of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 10:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.32.05, setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (Ai) except as provided in Section 3.114.02, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Ciii) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period (and assuming the Borrower has not delivered a notice of prepayment pursuant to Section 3.02(a)) shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (ai) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3EXHIBIT 2.4, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Aii) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Biii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Civ) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (x) whether the Borrower wishes to continue or convert such Loans and (y) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.

Continuations and Conversions. Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon 11:00 a.m. (a) two Business Days prior to on the date of the requested conversion of a Eurodollar Loan denominated in Dollars to a Base Rate Loan and or (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan denominated in Dollars or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.3, 2.2 setting forth (i) whether the Borrower wishes to continue or convert such LoansLoans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (A) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (B) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and Default, (C) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period and (D) any failure to state the Interest Period with respect to the continuation of a Eurodollar Loan or the conversion of a Base Rate Loan to a Eurodollar Loan shall constitute a request for a one month Interest Period.

Continuations and Conversions. Subject to the terms below, the The Borrower shall have the option, on any Business Day prior to the Maturity DateDay, to continue existing Eurodollar Loans in whole or in part for a subsequent Interest Period, to convert Base Rate Loans in whole or in part into Eurodollar Loans or to convert Eurodollar Loans in whole or in part into Base Rate Loans. By no later than 12:00 noon ; provided, however, that (a) two Business Days prior to the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested each such continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, must be requested by the Borrower shall provide pursuant to a written Notice of Continuation/Conversion Conversion, in the form of Exhibit 2.32.5, setting in compliance with the terms set forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrarybelow, (Ab) except as provided in Section 3.114.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (Bc) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (Cd) any request to continue extend a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation an extension of a Eurodollar Loan at the end of an Interest Period shall be deemed constitute a request to convert such Eurodollar Loan conversion to a Base Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to Mizuho or the Lenders, as applicable, which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto.