Common use of Conversion and Continuation of Loans Clause in Contracts

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Loans, as applicable, or (z) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans, and in the case of the UK Borrower, Borrowings of LIBO Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $100,000 and at least $1,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Domestic Prime Rate Loan, as the case may be, to its Loan being so converted, each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian Prime Rate Loans or UK Swingline Loans, as applicable, at the expiration of the then current Interest Period. The Agent shall, after it receives notice from the applicable Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Loans, as applicable, or (z) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans, and in the case of the UK Borrower, Borrowings of LIBO Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $100,000 and at least $1,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Domestic Prime Rate Loan, as the case may be, to its Loan being so converted, each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian Prime Rate Loans or UK Swingline Loans, as applicable, at the expiration of the then current Interest Period. The Agent shall, after it receives notice from the applicable Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m., Local TimeNew York time, on the third Business Day preceding the date of any conversion), (xxw) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (x) to convert any outstanding Borrowings of Domestic Tranche A-1 Prime Rate Loans to Borrowings of Tranche A-1 LIBO Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Loans, as applicable, or (zyz) to continue an outstanding Borrowing of LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m., Local TimeNew York time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans), and in the case of the UK Borrower, or to convert any outstanding Borrowings of Tranche A-1 LIBO Loans to a Borrowing of UK Swingline Domestic Tranche A-1 Prime Rate Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, Lenders and the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans or Tranche A-1 LIBO Loans shall be in an integral of $100,000 and at least $1,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan, Tranche A-1 LIBO Loan, Domestic Prime Rate Loan or Domestic Tranche A-1 Prime Rate Loan, as the case may be, to its Loan being so converted, and each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans being continued as LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans, Tranche A-1 LIBO Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Lead Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans, Domestic Tranche A-1 Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian Domestic Tranche A-1 Prime Rate Loans or UK Swingline Canadian Prime Rate Loans, as applicable, at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the applicable Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Loans, as applicable, or (z) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans, and in the case of the UK Borrower, Borrowings of LIBO Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $100,000 and at least $1,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Domestic Prime Rate Loan, as the case may be, to its Loan being so converted, each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian Prime Rate Loans or UK Swingline Loans, as applicable, at the expiration of the then current Interest Period. The Agent shall, after it receives notice from the applicable Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, Borrowers shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m., Local TimeNew York time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Loans, as applicable, or (zy) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m., Local TimeNew York time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans, and in the case of the UK Borrower, Borrowings of LIBO Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, Lenders and the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Loans shall be in an integral of $100,000 and at least $1,000,000, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Domestic Prime Rate Loan, as the case may be, to its Loan being so converted, and each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Lead Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Loans or Canadian Prime Rate Loans or UK Swingline Loans, as applicable, at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the applicable Lead Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.

Conversion and Continuation of Loans. (a) The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, shall have the right at any time, (a) , on three (3) Business Days’ prior irrevocable notice to the Administrative Agent or the Canadian Agent, as applicable (which notice, to be effective, must be received by the Administrative Agent not later than 11:00 a.m., Local Time, a.m. on the third Business Day preceding the date of any conversion), (xi) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Loans, (y) to convert any outstanding Borrowings in the case of Canadian the Domestic Borrowers, Dollar denominated Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of LIBO 80 Loans or CD$ denominated Prime Rate Loans to Borrowings (other than Canadian Term Loans) of BA Equivalent Loans or LIBO Loans, as applicablein the case of the Canadian Borrower, or (zii) to continue an outstanding Borrowing of LIBO Loans or BA Equivalent Loans, as applicable, Loans for an additional Interest Period, , or (biii) on irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Loans to a Borrowing of Domestic dollar denominated Prime Rate Loans or U.S. Index Rate Loans (orLoans, in the case of the Canadian Borrower, and to convert any outstanding Borrowings of BA Equivalent Loans to a Borrowing of Canadian CD$ denominated Prime Rate Loans, and Loans subject in the each case of the UK Borrower, Borrowings of LIBO Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no No Borrowing of Loans may be converted into, or continued as, LIBO Loans or BA Equivalent Loans at any time when an any Event of Default has occurred and is continuingcontinuing (nothing contained herein being deemed to obligate the Borrowers to incur Breakage Costs upon the occurrence of an Event of Default unless the Obligations are accelerated); (ii) if If less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders or Canadian Lenders, the as applicable, based upon their Domestic Commitment Percentages, Canadian Lenders Commitment Percentages, or UK LendersTerm Percentages, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the The aggregate principal amount of Prime Rate Loans being converted into into, or continued as as, LIBO Loans shall be in an integral of $100,000 1,000,000 and at least $1,000,0005,000,000, and the aggregate principal amount of Prime Rate Loans being converted into into, or continued as as, BA Equivalent Loans shall be in an integral of CD$100,000 CD$ 1,000,000 and at least CD$1,000,000CD$ 1,000,000; (iv) each Domestic Each Lender shall effect each conversion by applying the proceeds of its new LIBO Loan or Domestic dollar denominated Prime Rate Loan, as the case may be, to its Loan being so converted and also, in the case of each Canadian Lender, shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or CD$ denominated Prime Rate Loan, as the case may be, to its Loan being so converted, each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Loan of the UK Lenders being so converted; (v) the The Interest Period with respect to a Borrowing of LIBO Loans or BA Equivalent Loans effected by a conversion or with in respect to a the Borrowing of LIBO Loans or BA Equivalent Loans being continued as LIBO Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued continuing Borrowing, as the case may be; (vi) a A Borrowing of LIBO Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto, unless the applicable Borrower pays all Breakage Costs incurred in connection with such conversion; (vii) each In no event shall more than fifteen (15) Borrowings of LIBO Loans be outstanding at any time or more than eight (8) Borrowings of BA Equivalent Loans be outstanding at any time; and (viii) Each request for a conversion or continuation of a Borrowing of LIBO Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; and (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. month. (b) If the applicable Lead Borrower or the Canadian Borrower, as applicable, does not give notice to convert any Borrowing of Domestic Prime Rate LIBO Loans or Canadian Prime Rate BA Equivalent Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans or BA Equivalent Loans, in each case as provided in SECTION 2.09(a) above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian dollar denominated Prime Rate Loans or UK Swingline a Borrowing of CD$ denominated Prime Rate Loans, as applicable, at the expiration of the then then-current Interest Period. The Administrative Agent or Canadian Agent, as applicable, shall, after it receives notice from the applicable Lead Borrower or the Canadian Borrower, promptly give each Domestic Lender or Canadian Lender, as applicable, notice of any conversion, in whole or part, of any Revolving Credit Loan made by such Lender.

Conversion and Continuation of Loans. The Lead Borrower on behalf of the Domestic Borrowers, or the Canadian Borrower or the UK Borrower, as applicable, shall have the right at any time, (a) on three (3) Business Days’ prior irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the third Business Day preceding the date of any conversion), (x) to convert any outstanding Borrowings of Domestic Prime Rate Loans (but in no event Swingline Loans) to Borrowings of LIBO Term SOFR Loans, (y) to convert any outstanding Borrowings of Canadian Prime Rate Loans or U.S. Index Rate Loans (but in no event Canadian Swingline Loans) to Borrowings of BA Equivalent Loans or LIBO Term SOFR Loans, as applicable, or (z) to DB1/ 126870242.8 continue an outstanding Borrowing of LIBO Term SOFR Loans, or Alternative Currency Term Rate Loans or BA Equivalent Loans, as applicable, for an additional Interest Period, (b) on irrevocable notice to the Agent (which notice, to be effective, must be received by the Agent not later than 11:00 a.m., Local Time, on the same Business Day of any conversion), to convert any outstanding Borrowings of LIBO Term SOFR Loans to a Borrowing of Domestic Prime Rate Loans or U.S. Index Rate Loans (or, in the case of the Canadian Borrower, Borrowings of BA Equivalent Loans to a Borrowing of Canadian Prime Rate Loans, and in the case of the UK Borrower, Borrowings of LIBO Term SOFR Loans to a Borrowing of UK Swingline Loans), subject to the following: (i) no Borrowing of Loans may be converted into, or continued as, LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans at any time when an Event of Default has occurred and is continuing; (ii) if less than a full Borrowing of Loans is converted, such conversion shall be made pro rata among the Domestic Lenders, the Canadian Lenders or UK Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; (iii) the aggregate principal amount of Loans being converted into or continued as LIBO Term SOFR Loans shall be in an integral multiple of $100,000 and at least $1,000,000, the aggregate principal amount of Loans being converted into or continued as Alternative Currency Term Rate Loans shall be in an integral multiple of 100,000 and at least 1,000,000 of the applicable Alternative Currency, and the aggregate principal amount of Loans being converted into or continued as BA Equivalent Loans shall be in an integral multiple of CD$100,000 and at least CD$1,000,000; (iv) each Domestic Lender shall effect each conversion by applying the proceeds of its new LIBO Term SOFR Loan or Domestic Prime Rate Loan, as the case may be, to its Loan being so converted, each Canadian Lender shall effect each conversion by applying the proceeds of its new BA Equivalent Loan or Canadian Prime Rate Loan, as the case may be, to its Loan being so converted, and each conversion of UK Loans from LIBO Term SOFR Loans to a Borrowing of UK Swingline Loans shall be effected by the UK Swingline Lender applying the proceeds of its new UK Swingline Loan to the LIBO Term SOFR Loan or Alternative Currency Term Rate Loans of the UK Lenders being so converted; (v) the Interest Period with respect to a Borrowing of LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans effected by a conversion or with respect to a Borrowing of LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans being continued as LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans, respectively, shall commence on the date of conversion or the expiration of the current Interest Period applicable to such continued Borrowing, as the case may be; (vi) a Borrowing of LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans may be converted only on the last day of an Interest Period applicable thereto; (vii) each request for a conversion or continuation of a Borrowing of LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; andand DB1/ 126870242.8 (viii) no more than ten (10) Borrowings of LIBO Loans that are Revolving Term SOFR Loans, Alternative Currency Term Rate Loans and BA Equivalent Loans may be outstanding at any time; and no more than one (1) Borrowings of FILO Loans that are LIBO Loans. If the applicable Borrower does not give notice to convert any Borrowing of Domestic Prime Rate Loans or Canadian Prime Rate Loans, or does not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Term SOFR Loans, Alternative Currency Term Rate Loans or BA Equivalent Loans, in each case as provided above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Domestic Prime Rate Loans, Canadian Prime Rate Loans or UK Swingline Loans, as applicable, at the expiration of the then current Interest Period. The Agent shall, after it receives notice from the applicable Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Loan made by such Lender.