Common use of Conversion and Continuation of Borrowings Clause in Contracts

Conversion and Continuation of Borrowings. (a) The Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (x) not later than 2:00 p.m., New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing, (y) not later than 2:00 p.m., New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent), to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a SOFR Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing or a SOFR Borrowings as a SOFR Borrowing for an additional Interest Period and (z) not later than 2:00 p.m., New York City time, three Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent), to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

Conversion and Continuation of Borrowings. (aEach Borrowing initially shall be of the Type specified in the applicable borrowing request delivered to Bank pursuant to Section 2(b) The Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mailhereof and, which in the case of telephonic noticea LIBOR Borrowing, shall be promptly followed by written notice) to the Administrative Agent (x) not later than 2:00 p.m.have an initial Interest Period as specified in such borrowing request. Thereafter, New York City time, one Business Day prior to conversion, Borrower may elect to convert any Eurodollar such Borrowing or SOFR Borrowing into an ABR Borrowing, (y) not later than 2:00 p.m., New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent), to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a SOFR Borrowing different Type or to continue any Eurodollar Borrowing such Borrowing, or in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as a Eurodollar Borrowing or a SOFR Borrowings as a SOFR Borrowing for provided in this Section To make an additional Interest Period and (z) not later than 2:00 p.m.election pursuant to this Section 2(c), New York City time, three Business Days prior to conversion (or Borrower shall notify Bank of such shorter period as may be agreed election by telephone by the Administrative Agent), time that Borrower would be required under Section 2(b) if Borrower were requesting a new Borrowing of the Type resulting from such election to convert be made on the Interest Period with respect effective date of such election. Each such request shall be irrevocable and shall be confirmed promptly by hand delivery or telephonic facsimile to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject Bank of a written request in each case to the followinga form approved by Bank and executed by Borrower. Each telephonic and written request shall specify: (i) no SOFR the Borrowing may be converted into Eurodollar Borrowingto which such request applies; (ii) the effective date of the election made pursuant to such request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR Borrowing; and (iv) in the case of a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such request requests a LIBOR Borrowing, but does not specify an Interest Period, Borrower shall be deemed to have selected an Interest Period of one month's duration. If Bxxxxxxx fails to deliver a timely request for conversion or continuation with respect to a LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such LIBOR Borrowing is repaid as provided herein, at the end of such Interest Period such LIBOR Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing or if Bank has made DEMAND on the Demand Loans, then (i) no outstanding Borrowing may be converted to or continued as a LIBOR Borrowing, and (ii) at Bank's option, each conversion or continuation LIBOR Borrowing shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;to a Base Rate Borrowing (and Borrower shall make any payments required by Section 2(k)).

Conversion and Continuation of Borrowings. (a) The Borrower Company shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) Interest Election Notice to the Co-Administrative Agent (x) Agents not later than 2:00 p.m., New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing, (y) not later than 2:00 1:00 p.m., New York City time, three (3) Business Days prior to conversion, to convert any Term SOFR Borrowing into an ABR Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a Term SOFR Borrowing or to continue any Eurodollar Term SOFR Borrowing as a Eurodollar Borrowing or a SOFR Borrowings as a Term SOFR Borrowing for an additional Interest Period Period, and (z) not later than 2:00 1:00 p.m., New York City time, three (3) Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent)conversion, to convert the Interest Period with respect to any Eurodollar Borrowing or Term SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the Lenders applicable DIP Creditors in accordance with the respective principal amounts of the Term Loans or the Notes comprising the converted or continued Borrowing; (ii) the Interest Periods and Types of any Loans and Notes that have been borrowed or issued on the same date shall at all times be identical, including with respect to any subsequent extensions or conversions thereof; (iii) each conversion shall be effected by each DIP Creditor and the Co-Administrative Agents by recording for the account of such DIP Creditor the new Borrowing of such DIP Creditor resulting from such conversion, and accrued interest on any Term SOFR Loan or on any Term SOFR Note (or, in each case, a portion thereof) being converted shall be paid by the Company at the time of conversion; (iv) if any Term SOFR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Company shall pay, upon demand, any amounts due to the DIP Creditors pursuant to Section 2.16; (v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Term SOFR Borrowing; (vi) any portion of a Term SOFR Borrowing that cannot be converted into or continued as a Term SOFR Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing; (vii) no Interest Period may be selected for any Term SOFR Borrowing that would end later than the Scheduled Maturity Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of the Term SOFR Borrowings comprised of Term Loans or of Notes, as applicable, with Interest Periods ending on or prior to the applicable date would not be at least equal to the principal amount of applicable Term SOFR Borrowings to be paid on such date; and (viii) upon notice to the Company from the Co-Administrative Agents given at the request of the Required DIP Creditors, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan or Note may be converted into, or continued as, a Term SOFR Loan or a Term SOFR Note, as applicable. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Company request be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Term SOFR Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Term SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Term SOFR Borrowing, the Company shall be deemed to have selected an Interest Period of one month’s duration. The Co-Administrative Agents shall advise the DIP Creditors of any notice given pursuant to this Section 2.10 and of each DIP Creditor’s portion of any converted or continued Borrowing. If the Company shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to an ABR Borrowing.

Conversion and Continuation of Borrowings. (a) The Provided that such conversion or continuation is not otherwise prohibited by this Agreement, the Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (x) not later than 2:00 p.m., New York, New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing, (y) not later than 2:00 1:00 p.m., New York, New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting or, at the end of Initial Revolving Credit Loans into a SOFR Borrowing or the current Interest Period, to continue any Eurodollar Borrowing as a Eurodollar Borrowing or a SOFR Borrowings as a SOFR Borrowing for an additional Interest Period Period, and (z) not later than 2:00 1:00 p.m., New York, New York City time, three Business Days prior to conversion (or such shorter period as may be agreed by conversion, at the Administrative Agent)end of the current Interest Period, to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) : (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;; (ii) if less than all the outstanding principal amount of (b) Each notice pursuant to this Section 2.11 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day), and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.11 and of each Lender's portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.11 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.11 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as an ABR Borrowing.

Conversion and Continuation of Borrowings. (a) (a) The Parent (on its own behalf, in the case of a Borrowing denominated in dollars; or on behalf of the applicable Foreign Subsidiary Borrower, in the case of a Borrowing denominated in a Foreign Currency) or the applicable Foreign Subsidiary Borrower (in the case of a Borrowing denominated in a Foreign Currency) shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (x) not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar LIBOR Borrowing or SOFR Borrowing in dollars into an ABR Borrowing, (y) not later than 2:00 p.m.11:00 a.m., New York City time (or 11:00 a.m., London time, if a Borrowing is being continued as or converted to a Borrowing denominated in a Foreign Currency), three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Syndicated Loans into a SOFR LIBOR Borrowing in dollars or to continue any Eurodollar LIBOR Borrowing as a Eurodollar LIBOR Borrowing or a SOFR Borrowings as a SOFR Borrowing in the same currency for an additional Interest Period or Periods, and (z) not later than 2:00 p.m.11:00 a.m., New York City time (or 11:00 a.m., London time, if such Borrowing is denominated in a Foreign Currency), three Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent)conversion, to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR LIBOR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.2(a) and 2.2(b) regarding the principal amount and maximum number of Borrowings of the relevant Type; (iii) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any LIBOR Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion; (iv) if any LIBOR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due the Lenders pursuant to Section 4.4; (v) no ABR Borrowing may be converted into a LIBOR Borrowing during the one-month period prior to the Maturity Date; and no LIBOR Borrowing whose Interest Period ends during the one-month period prior to the Maturity Date may be continued as a LIBOR Borrowing for an additional Interest Period; and (vi) any portion of a LIBOR Borrowing that cannot be continued as a LIBOR Borrowing by reason of the immediately preceding clause shall at the end of the Interest Period in effect for such Borrowing be automatically converted into an ABR Borrowing (if such LIBOR Borrowing is denominated in dollars) or repaid by the applicable Borrower (if such LIBOR Borrowing is denominated in a Foreign Currency). Each notice pursuant to this Section shall be irrevocable and shall refer to this Agreement and specify (i) the identity of the Borrower of the applicable Borrowing and the amount of the Borrowing that is requested to be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a LIBOR Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day), and (iv) if such Borrowing is to be converted to or continued as a LIBOR Borrowing, the Interest Period with respect thereto. No such notice shall be given more than seven Business Days prior to the effective date of the applicable conversion or continuation. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section and of each Lender's portion of any converted or continued Borrowing. If notice shall not have been given in accordance with this Section to continue any LIBOR Borrowing of Syndicated Loans into a subsequent Interest Period or (in the case of the Borrowing denominated in dollars) to convert such Borrowing to an ABR Borrowing, such Borrowing at the end of the Interest Period applicable thereto shall automatically be converted to an ABR Borrowing (if such Borrowing is denominated in dollars) or shall be repaid (if such Borrowing is denominated in a Foreign Currency).

Conversion and Continuation of Borrowings. (a) The Borrower Borrowers shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Applicable Administrative Agent (xa) not later than 2:00 p.m., New York City time, 1:00 p.m. (Standard Time) one Business Day prior to before the proposed conversion, to convert any Eurodollar EurocurrencySOFR Borrowing or SOFR Borrowing under a Class of U.S. Revolving Commitments into an ABR BorrowingBorrowing under the same Class of U.S. Revolving Commitments, (yb) not later than 2:00 p.m.1:00 p.m. (Standard Time) one Business Day before the proposed conversion, New York City timeto convert any B/A Borrowing under one Canadian Facility into a Canadian Prime Rate Borrowing under the same Canadian Facility, (c) not later than 1:00 p.m. (Standard Time) three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurodollar EurocurrencySOFR Borrowing or to convert any ABR Borrowing consisting under the same Class of Initial Revolving Credit Loans into a SOFR Borrowing Commitments or to continue any Eurodollar EurocurrencySOFR Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurodollar EurocurrencySOFR Borrowing or a SOFR Borrowings as a SOFR Borrowing under the same Class of Commitments for an additional Interest Period and Period, (zd) not later than 2:00 p.m., New York City 3:00 p.m. (Sydney time, ) three Business Days prior to conversion continuation, to continue any EurocurrencySOFR Borrowing under the Australian Revolving Commitments as a EurocurrencySOFR Borrowing under the Australian Revolving Commitments for an additional Interest Period, (or such shorter period as may be agreed by the Administrative Agent)e) not later than 1:00 p.m. (Standard Time) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar EurocurrencySOFR Borrowing under a Class of U.S. Revolving Commitments or SOFR Borrowing Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (g) not later than 1:00 p.m. (Standard Time) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under a Canadian Facility to a B/A Borrowing under the same Canadian Facility or to continue any B/A Borrowing under a Canadian Facility as a B/A Borrowing under the same Canadian Facility for an additional Contract Period; provided, that with respect to this clause (g), such notice may be given one Business Day prior to conversion with respect to any Canadian Prime Rate Borrowing under a Canadian Facility outstanding as of the Closing Date to a B/A Borrowing under the same Canadian Facility, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) : (i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;; (ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type; (iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any EurocurrencySOFR Loan or BBSY Rate Loan (or, in each case, any portion thereof) being converted shall be paid by the Applicable Borrower at the time of conversion; (iv) if any EurocurrencySOFR Borrowing, BBSY Rate Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the Applicable Borrower shall pay, upon demand, any amounts due to the Applicable Lenders pursuant to Section 2.15; (v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a EurocurrencySOFR Borrowing, a BBSY Rate Borrowing or a B/A Borrowing; (vi) any portion of a EurocurrencySOFR Borrowing (other than a EurocurrencySOFR Borrowing under the Australian Revolving Credit Facility) or a B/A Borrowing that cannot be converted into or continued as a EurocurrencySOFR Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically

Conversion and Continuation of Borrowings. (a) The Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (xa) not later than 2:00 p.m., New York City time, one Business Day (or U.S. Government Securities Business Day in the case of SOFR Borrowings) prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing, (yb) not later than 2:00 p.m., New York City time, three Business Days (or U.S. Government Securities Business Days in the case of SOFR Borrowings) prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent), to convert any ABR Borrowing (other than any ABR Borrowing consisting of 2022 Revolving Credit Loans or 2022 Refinancing Term Loans) into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial 2022 Revolving Credit Loans or 2022 Refinancing Term Loans into a SOFR Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing or a SOFR Borrowings Borrowing as a SOFR Borrowing for an additional Interest Period Period, and (zc) not later than 2:00 p.m., New York City time, three Business Days (or U.S. Government Securities Business Days in the case of SOFR Borrowings) prior to conversion (or such shorter period as may be agreed by the Administrative Agent), to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into a Eurodollar Borrowing and, except as provided under the Twelfth Extension Amendment and the Thirteenth Refinancing Amendment, no Eurodollar Borrowing may be converted into a SOFR Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (iii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type; (iv) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan or SOFR Borrowing (or, in each case, portion thereof) being converted shall be paid by the Borrower at the time of conversion; (v) if any Eurodollar Borrowing or SOFR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; (vi) any portion of a Eurodollar Borrowing, SOFR Borrowing or ABR Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing or SOFR Borrowing; (vii) any portion of a Eurodollar Borrowing or SOFR Borrowing that cannot be converted into or continued as a Eurodollar Borrowing or SOFR Borrowing, as applicable, by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect into an ABR Borrowing; (viii) no Interest Period may be selected for any Eurodollar Borrowing or SOFR Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Borrowings or SOFR Borrowing comprised of Loans or Other Loans, as applicable, with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Borrowings comprised of Loans or Other Loans, as applicable, would not be at least equal to the principal amount of Borrowings to be paid on such Repayment Date; (ix) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan or a SOFR Loan; and (x) all Eurodollar Loans or SOFR Loans comprising a Borrowing shall at all times have the same Interest Period. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (A) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (B) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing, SOFR Borrowing or an ABR Borrowing, (C) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (D) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing or SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing or SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), if a Eurodollar Borrowing or SOFR Borrowing, automatically be converted to an ABR Borrowing effective as of the expiration date of such current Interest Period.

Conversion and Continuation of Borrowings. (a) The Borrower A Credit Party shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (xa) not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing Term, Reimbursement or SOFR Revolving Borrowing into an ABR Term, Reimbursement or Revolving Borrowing, (yb) not later than 2:00 p.m.10:00 a.m., New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Term, Reimbursement or Revolving Borrowing into a Eurodollar Borrowing Term, Reimbursement or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a SOFR Borrowing or to continue any Eurodollar Term, Reimbursement or Revolving Borrowing as a Eurodollar Borrowing Term, Reimbursement or a SOFR Borrowings as a SOFR Revolving Borrowing for an additional Interest Period Period, and (zc) not later than 2:00 p.m.10:00 a.m., New York City time, three Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent)conversion, to convert the Interest Period with respect to any Eurodollar Borrowing Term, Reimbursement or SOFR Revolving Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the relevant Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing, as applicable; (ii) if less than all the outstanding principal amount of any Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing shall be converted or continued, then each resulting Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing, as applicable, shall satisfy the limitations specified in Sections 2.02(a) and (b) regarding the principal amount and maximum number of Borrowings of the relevant Type; (iii) each conversion shall be effected by each Lender by recording for the account of such Lender the new Term Loan, Tranche A Reimbursement Loan or Revolving Loan, as applicable, of such Lender resulting from such conversion and reducing the Term Loan, Tranche A Reimbursement Loan or Revolving Loan, as applicable, (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on a Term Loan, Tranche A Reimbursement Loan or Revolving Loan, as applicable, (or portion thereof) being converted shall be paid by the applicable Credit Party at the time of conversion; (iv) if any Eurodollar Term, Reimbursement or Revolving Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Credit Party shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15; (v) any portion of a Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing, as applicable, maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Term, Reimbursement or Revolving Borrowing; (vi) any portion of a Eurodollar Term, Reimbursement or Revolving Borrowing which Borrowing cannot be converted into or continued as a Eurodollar Term, Reimbursement or Revolving Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Term, Reimbursement or Revolving Borrowing, as applicable; and (vii) no Interest Period may be selected for any Eurodollar Term or Reimbursement Borrowing that would end later than an Installment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Term or Reimbursement Borrowings made pursuant to the same Commitments with Interest Periods ending on or prior to such Installment Date and (B) the ABR Term or Reimbursement Borrowings made pursuant to the same Commitments would not be at least equal to the principal amount of Term Borrowings and (based on the Borrower's expected allocation on such Installment Date under Section 2.11(c)) Tranche A Reimbursement Borrowings made pursuant to the same Commitments to be paid on such Installment Date. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing that the applicable Credit Party requests be converted or continued, (ii) whether such Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the applicable Credit Party shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall advise the other Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing. If the applicable Credit Party shall not have given notice in accordance with this Section 2.10 to continue any Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing), such Term Borrowing, Tranche A Reimbursement Borrowing or Revolving Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued or converted into an ABR Borrowing.

Conversion and Continuation of Borrowings. (a) The Borrower Each Borrower, as applicable, shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (xa) not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day prior to on the date of conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing or convert any CDOR Rate Borrowing into a Canadian Prime Rate Borrowing, (yb) not later than 2:00 p.m.12:00 (noon), New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a SOFR Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, (c) not later than 12:00 (noon), New York City time, two Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing into a SOFR Borrowings CDOR Rate Borrowing or to continue any CDOR Rate Borrowing as a SOFR CDOR Rate Borrowing for an additional Interest Period and Period, (zd) not later than 2:00 p.m.12:00 (noon), New York City time, three Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent)conversion, to convert the an Interest Period with respect to any Eurodollar Borrowing or SOFR to another permissible Interest Period and (e) not later than 12:00 (noon), New York City time, two Business Days prior to conversion, to convert an Interest Period with respect to any CDOR Rate Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR until the Acquisition takes place, the Borrowers shall not be entitled to borrow any Eurodollar Borrowing may be converted into Eurodollar or CDOR Rate Borrowing; (ii) until the Administrative Agent shall have notified the Borrowers that the primary syndication of the Term Loan Commitments has been completed (iwhich notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), no ABR Borrowing may be converted into a Eurodollar Borrowing with an Interest Period in excess of one month and no Canadian Prime Rate Term Loan may be converted into a CDOR Rate Term Loan with an Interest Period of more than one month; (iii) each conversion or continuation shall be made pro rata among the Tranche B-1 Lenders and Tranche B-2 Lenders, as applicable, in accordance with the respective principal amounts of the Term Loans comprising the converted or continued Borrowing; (iv) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type; (v) each conversion of a Tranche B-1 Loan shall be effected by each Tranche B-1 Lender and the Administrative Agent by recording for the account of such Lender the new Term Loan of such Tranche B-1 Lender resulting from such conversion and reducing the Term Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Term Loan (or portion thereof) being converted shall be paid by the US Borrower at the time of conversion; (vi) each conversion of a Tranche B-2 Loan shall be effected by each Tranche B-2 Lender and the Administrative Agent by recording for the account of such Lender the new Term Loan of such Tranche B-2 Lender resulting from such conversion and reducing the Term Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any CDOR Rate Term Loan (or portion thereof) being converted shall be paid by the Canadian Borrower at the time of conversion; (vii) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the US Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; (viii) if any CDOR Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Canadian Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; (ix) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing or CDOR Rate Borrowing; (x) any portion of a Eurodollar Borrowing or CDOR Rate Borrowing that cannot be converted into or continued as a Eurodollar Borrowing or CDOR Rate Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing or Canadian Prime Rate Borrowing, respectively; (xi) no Interest Period may be selected for any Eurodollar Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Borrowings comprised of Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the ABR Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of such Borrowings to be paid by the US Borrower on such Term Loan Repayment Date; (xii) no Interest Period may be selected for any CDOR Rate Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the CDOR Rate Borrowings comprised of Term Loans or Other Terms Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the Canadian Prime Rate Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of such Borrowings to be paid by the Canadian Borrower on such Term Loan Repayment Date; and (xiii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Term Loan may be converted into, or continued as, a Eurodollar Term Loan or a CDOR Rate Term Loan. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that each of the Borrowers requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing or as a CDOR Rate Borrowing or Canadian Prime Rate Borrowing, as applicable, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing or a CDOR Rate Borrowing, as applicable, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing or CDOR Rate Borrowing, as applicable, the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of the relevant Tranche of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrowers shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable.

Conversion and Continuation of Borrowings. (a) The Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (xa) not later than 2:00 p.m., New York City time, one Business Day (or U.S. Government Securities Business Day in the case of SOFR Borrowings) prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into an ABR Borrowing, (yb) not later than 2:00 p.m., New York City time, three Business Days (or U.S. Government Securities Business Days in the case of SOFR Borrowings) prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent), to convert any ABR Borrowing (other than any ABR Borrowing consisting of 2022 Revolving Credit Loans) into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial 2022 Revolving Credit Loans into a SOFR Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing or a SOFR Borrowings Borrowing as a SOFR Borrowing for an additional Interest Period Period, and (zc) not later than 2:00 p.m., New York City time, three Business Days (or U.S. Government Securities Business Days in the case of SOFR Borrowings) prior to conversion (or such shorter period as may be agreed by the Administrative Agent), to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) [Reserved.] (i) no SOFR Borrowing may be converted into a Eurodollar Borrowing and, except as provided under the Twelfth Extension Amendment, no Eurodollar Borrowing may be converted into a SOFR Borrowing; (ii) (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (iii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type; (iv) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan or SOFR Borrowing (or, in each case, portion thereof) being converted shall be paid by the Borrower at the time of conversion; (v) if any Eurodollar Borrowing or SOFR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; (vi) any portion of a Eurodollar Borrowing, SOFR Borrowing or ABR Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing or SOFR Borrowing; (vii) any portion of a Eurodollar Borrowing or SOFR Borrowing that cannot be converted into or continued as a Eurodollar Borrowing or SOFR Borrowing, as applicable, by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect into an ABR Borrowing; (viii) no Interest Period may be selected for any Eurodollar Borrowing or SOFR Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Borrowings or SOFR Borrowing comprised of Loans or Other Loans, as applicable, with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Borrowings comprised of Loans or Other Loans, as applicable, would not be at least equal to the principal amount of Borrowings to be paid on such Repayment Date; (ix) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan or a SOFR Loan; and (x) all Eurodollar Loans or SOFR Loans comprising a Borrowing shall at all times have the same Interest Period. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (A) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (B) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing, SOFR Borrowing or an ABR Borrowing, (C) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (D) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing or SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing or SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), if a Eurodollar Borrowing or SOFR Borrowing, automatically be converted to an ABR Borrowing effective as of the expiration date of such current Interest Period.

Conversion and Continuation of Borrowings. (a) The Borrower shall have the right at any time upon prior irrevocable notice (including by telephone or e-mail, which in the case of telephonic notice, shall be promptly followed by written notice) to the Administrative Agent (xi) not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing or SOFR Borrowing into to an ABR Borrowing, (yii) not later than 2:00 p.m.10:00 a.m., New York City time, three Business Days prior to conversion or continuation (or such shorter period as may be agreed by the Administrative Agent)continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to convert any ABR Borrowing consisting of Initial Revolving Credit Loans into a SOFR Borrowing Borrowing, or to continue any Eurodollar Borrowing as a Eurodollar Borrowing or a SOFR Borrowings as a SOFR Borrowing for an additional Interest Period and (ziii) not later than 2:00 p.m.10:00 a.m., New York City time, three Business Days prior to conversion (or such shorter period as may be agreed by the Administrative Agent)conversion, to convert the Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing to another permissible Interest Period, subject in each case to the following: (i) no SOFR Borrowing may be converted into Eurodollar Borrowing; (ii) (ia) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (b) accrued interest on the Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; (c) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14; (d) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing; (e) any portion of a Eurodollar Borrowing that cannot be converted into or continued as a Eurodollar Borrowing by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing; (f) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date; and (g) no ABR Borrowing may be converted to a Eurodollar Borrowing on any date prior to the 30th day following the Closing Date without the prior written consent of the Administrative Agent. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall advise the other Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as an ABR Borrowing.