Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. FOR RATE-BASED LOANS. (a) The Borrower may, subject to paragraph (b) below, HomeSide may elect from time to time to convert Eurodollar Loans made to it or to HonoMo to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M.election, Boston timePROVIDED, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoto the Eurodollar Loans being converted. The Borrower HomeSide may elect from time to time to convert ABR Loans made to it or to HonoMo to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to election. Each such notice shall be in writing or by fax in the date form of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)Exhibit F-2 and shall include the applicable information required as set forth therein. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided PROVIDED, that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.10 shall not have been contravened and (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that which is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower HomeSide's giving three Business Days' notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writingPROVIDED, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 2.10 would be contravened or (iiiii) after the date that is one month prior to the Termination Date; and PROVIDED, and provided furtherFURTHER, that if the Borrower HomeSide shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Each such notice shall be in writing or by fax in the form of Exhibit F-2 and shall include the applicable information required as set forth therein. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an any Interest Period with respect thereto, convert Eurodollar Loans to Base Rate Loans by giving notice thereof (a "Notice of Base Rate Conversion") to the Administrative Agent not later than 10:00 A.M., New York City time, on the last day of the then current Interest Period in respect of the Eurodollar Loans being converted. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving notice thereof (a "Notice of Eurodollar Conversion") to the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two at least three Eurodollar Business Days prior to the date first day of conversion, which notice may be given by telephone (the Interest Period to be promptly confirmed in writing, including by facsimile). Any applicable to such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods thereforLoans. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datecontinuing. (b) Any The Borrower may continue any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice thereof (a "Notice of Eurodollar Continuation") to the Administrative Agent in accordance with at least three Eurodollar Business Days prior to the applicable provisions last day of the term "such then current Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuing, and provided provided, further, that if the Borrower shall fail to give such notice Notice of Eurodollar Continuation or if such continuation is not permitted pursuant to the preceding 29 proviso, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, unless the Borrower pays any amounts owing pursuant to Section 2.15 on the conversion date. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice the date that is one month prior to the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), Loan; provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders in respect of such Facility have determined that in its or their sole discretion, not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; and provided, and provided further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston Charlotte time, two on the Business Days prior to Day preceding the date of conversionproposed conversion date, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston Charlotte time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided PROVIDED that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided furtherPROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior election, provided that, unless the Borrower elects to 1:00 P.M., Boston time, two Business Days deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the date end of conversionan Interest Period, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 shall not have been contravened. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 would be contravened and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 4.3 shall not have been contravened and (iii) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Credit Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or appropriate, (ii) if, after the date that is one month prior to the Termination Dategiving effect thereto, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.Section

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, Company may elect from time to time to convert Eurodollar Loans to ABR Loans Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has determined Majority Banks have deter-mined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be contravened or (iiiii) after the date that is one month prior to the Termination DateDate and provided, and provided further, that if the Borrower Company shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line Loan.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior in the form of the continuation or conversion certificate attached hereto as Exhibit G, provided that, unless the Borrower elects to 1:00 P.M., Boston time, two Business Days deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the date end of conversionan Interest Period, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofLender. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Date.giving effect thereto, Section 2.12 shall not have been contravened. 34 (ba) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 would be contravened and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The relevant Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Section 2.07(d)) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a Eurodollar Loan after the date that is one month prior to the Termination Dateconversion. (b) Any Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent in accordance with Agent, not less than three Business Days prior to the applicable provisions last day of the term "then current Interest Period" set forth in subsection 1.1Period with respect thereto, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuation; and provided, and provided further, that if the relevant Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.Interest

Conversion and Continuation Options. (a) The relevant Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Section 2.07(d)) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a Eurodollar Loan after the date that is one month prior to the Termination Dateconversion. (b) Any Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent in accordance with Agent, not less than three Business Days prior to the applicable provisions last day of the term "then current Interest Period" set forth in subsection 1.1Period with respect thereto, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuation; and provided, and provided further, that if the relevant Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a Borrower pursuant to this subsection 4.2(bSection 2.5(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Fed Funds Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Fed Funds Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Fed Funds Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Fed Funds Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The relevant Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Section 2.07(d)) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a Eurodollar Loan after the date that is one month prior to the Termination Dateconversion. (b) Any Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent in accordance with Agent, not less than three Business Days prior to the applicable provisions last day of the term "then current Interest Period" set forth in subsection 1.1Period with respect thereto, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuation; and provided, and provided further, that if the relevant Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a Borrower pursuant to this subsection 4.2(bSection 2.5(b), the Administrative Agent shall promptly notify each affected Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.5(b), by it or the Required Facility Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Funding Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Funding Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice the date that is one month prior to the Termination DateFunding Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Funding Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that (i) no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such any required notice or if such continuation is not permitted such as described above in this paragraph, the relevant Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Funding Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.in the form of Exhibit H-2 no later than 12:00 Noon, Boston New York City time, two one Business Days Day prior to the effective date of conversionthereof, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M.in the form of Exhibit H-2 no later than 12:00 Noon, Boston New York City time, two three Business Days prior to the effective date of conversionthereof, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided PROVIDED that (i) no ABR Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent in the form of Exhibit H-2, and in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Facility Lenders in respect of such Facility have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided furtherPROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.11:00 a.m., Boston Chicago time, two Business Days prior to on the date of the proposed conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.11:00 a.m., Boston Chicago time, two three Business Days prior to the date of conversion, the proposed conversion (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. This Section shall not apply to Overadvances or Protective Advances, which may not be converted into a Eurodollar Loan after the date that is one month prior to the Termination Dateor continued. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent prior to 11:00 a.m., Chicago time, three Business Days prior to the date of the expiration of the then current Interest Rate, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Facility Lenders in respect of such Facility have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided further, further that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, Company may elect from time to time to convert Eurodollar Loans to ABR into Alternate Base Rate Loans by giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, Boston New York City time, two at least three Business Days prior to the date of conversionproposed conversion date, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that any such conversion of Eurodollar Loans may shall only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election election, to be received by the Administrative Agent prior to 1:00 P.M.12:00 noon, Boston New York City time, two at least three Business Days prior to the date of conversionproposed conversion date, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify specifying the length of the initial Interest Period selected therefor, and, if no Default or Interest Periods thereforEvent of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Loans (other than Swing Line Loans) may be converted as provided herein, provided PROVIDED that (i) no ABR Loan may partial conversions of Alternate Base Loans shall be converted into in the aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan when Loans outstanding in respect of any Event one Interest Period shall be at least $2,000,000 or a whole multiple of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date$1,000,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have, by written notice to the Company, determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofas applicable.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the defined term "“Interest Period" set forth in subsection 1.1”, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar EurodollarTerm Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Lenders have determined that in their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; provided, and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph, subject to the preceding proviso, such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR continued as EurodollarTerm Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an any Interest Period with respect thereto, convert Eurodollar Loans to Base Rate Loans by giving notice thereof (a "Notice of Base Rate Conversion") to the Administrative Agent not later than 10:00 A.M., New York City time, on the last day of the then current Interest Period in respect of the Eurodollar Loans being converted. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving notice thereof (a "Notice of Eurodollar Conversion") to the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two at least three Eurodollar Business Days prior to the date first day of conversion, which notice may be given by telephone (the Interest Period to be promptly confirmed in writing, including by facsimile). Any applicable to such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods thereforLoans. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datecontinuing. (b) Any The Borrower may continue any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice thereof (a "Notice of Eurodollar Continuation") to the Administrative Agent in accordance with at least three Eurodollar Business Days prior to the applicable provisions last day of the term "such then current Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuing, and provided provided, further, that if the Borrower shall fail to give such notice Notice of Eurodollar Continuation or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.29

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert any Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofLender. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided hereinNotwithstanding the foregoing, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default under paragraphs (a), (b) or (e) of Article VII has occurred and is continuing and the Agent has or the Majority Lenders have determined that such conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month week prior to the Termination Maturity Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1Section 1.01, of specifying the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), Loan; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default under paragraphs (a), (b) or (e) of Article VII has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Maturity Date; provided, and provided further, that if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loan shall be automatically converted to an ABR Loan on the last day of the then expiring Interest Period. If the Borrower shall fail to give any notice required by this paragraph, the affected Eurodollar Loan shall, subject to the second proviso of the preceding sentence, automatically continue as a Eurodollar Loan having a new Interest Period of the same duration as the Interest Period then expired, unless such notice or if new Interest Period would extend beyond the Maturity Date, in which case such continuation is not permitted such Eurodollar Loans Loan shall be automatically converted to an ABR Loans Loan on the last day of such the then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower mayshall have the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 noon, subject to paragraph (b) belowNew Jersey time, elect from time to time on any Business Day, to convert any Eurodollar Loans Loan to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.a Base Rate Loan, Boston (ii) not later than 12:00 noon, New Jersey time, two three Business Days prior to the date of conversion or continuation, to convert any Base Rate Loan into a Eurodollar Loan or to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period, and (iii) not later than 10:00 noon, Pittsburgh time, three Business Days prior to conversion, which notice may be given by telephone to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case to the following (to be promptly confirmed in writingprovided, including by facsimile), provided that any such conversion of Eurodollar Swing Loans may shall only be made on Base Rate Loans): (a) a Eurodollar Loan may not be converted at a time other than the last day of an the Interest Period with respect applicable thereto. The Borrower ; (b) any portion of a Loan maturing or required to be repaid in less than one month may elect from time to time to convert ABR Loans to not be converted into or continued as a Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice Loan; (c) no Eurodollar Loan may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any continued as such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Base Rate Loan may be converted into to a Eurodollar Loan when any Event of Default has occurred and is continuing and continuing; (iid) no ABR any portion of a Eurodollar Loan may that cannot be converted into or continued as a Eurodollar Loan after by reason of Section 2.10(b) or 2.10(c) or otherwise automatically shall be converted at the date that is one month prior end of the Interest Period in effect for such Loan to the Termination Date.a Base Rate Loan; (be) Any Eurodollar Loans may be continued as such upon on the expiration last day of the then current any Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such for Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail has failed to give such notice of conversion or continuation as described in this subsection or if such conversion or continuation is not permitted pursuant to Section 2.10(d) or otherwise, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt ; (f) accrued interest on a Loan (or portion thereof) being converted shall be paid by the Borrower at the time of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofconversion.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided hereintherefore), provided provided, that (i) no ABR Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination Date. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writingprovided, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate continuations or (ii) after the date that is one month prior to the Revolving Termination Date, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b)such notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; provided, and provided further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof. For the avoidance of doubt, this Section 2.7 shall not apply to Swingline Loans, which may not be converted or continued.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, Lessee may elect from time to time to convert Eurodollar Loans Lessor Advances to ABR Loans Lessor Advances by giving the Administrative Agent Lessor at least three (3) Business Days’ prior irrevocable notice of such election prior to 1:00 P.M.election, Boston timeprovided, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, and provided, further, to the extent an Event of Default has occurred and is continuing on the last day of any such Interest Period, the applicable Eurodollar Lessor Advances shall automatically be converted to ABR Lessor Advances. The Borrower Lessee may elect from time to time to convert ABR Loans Lessor Advances to Eurodollar Loans Lessor Advances by giving the Administrative Agent Lessor at least three (3) Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofelection. All or any part of outstanding Eurodollar Loans and ABR Loans Lessor Advance may be converted as provided herein, provided provided, that (i) no ABR Loan Lessor Advance may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan Lessor Advance after the date that is one (1) month prior to the Termination DateExpiration Date and (ii) such notice of conversion regarding any Eurodollar Lessor Advance shall contain an election by the Lessee of an Interest Period for such Eurodollar Lessor Advance to be created by such conversion and such Interest Period shall be in accordance with the terms of the definition of the term “Interest Period” including without limitation subparagraphs (A) through (D) thereof. (b) Any Each Eurodollar Loans may Lessor Advance shall automatically be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice for an Interest Period of equal duration to the Administrative Agent in accordance with the applicable provisions of the term "immediately preceding Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loansprovided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan Lessor Advance may be continued as such after the date that is one (i1) when any month prior to the Expiration Date, provided, further, no Eurodollar Lessor Advance may be continued as such if a Lease Event of Default has occurred and is continuing and as of the Administrative Agent has notified last day of the Borrower that it has determined that Interest Period for such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination DateEurodollar Lessor Advance, and provided provided, further, that if the Borrower shall fail to give such notice or if such any continuation is not permitted pursuant to the preceding provisos, such Eurodollar Loans Lessor Advance shall automatically be automatically converted to an ABR Loans Lessor Advance on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Designated Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Designated Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateDesignated Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Designated Agent, in accordance with the applicable provisions of the defined term "“Interest Period" set forth in subsection 1.1”, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar EurodollarTerm Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Lenders have determined that in their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; provided, and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph, subject to the preceding proviso, such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR continued as EurodollarTerm Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Designated Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar SOFR Loans to ABR Loans by giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M., Boston time, two no later than 12:00 P.M. 3 Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar SOFR Loans by giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M., Boston time, two no later than 12:00 P.M. 3 U.S. Government Securities Business Days prior to the proposed conversion date (which notice, in the case of conversiona Term SOFR Borrowing, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar SOFR Loan when any Event of Default has occurred and is continuing and (ii) continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no ABR Loan may be converted into Interest Period is specified with respect to any Term SOFR Borrowing in a Eurodollar Loan after Notice of Conversion/Continuation delivered by the date that is one month prior Borrower to the Termination DateAdministrative Agent, the Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. (b) Any Eurodollar Loans The Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto elect from time to time to continue any SOFR Loan by the Borrower giving notice to the Administrative Agent prior notice of such election in a Notice of Conversion/Continuation, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), SOFR Loan; provided that no Eurodollar SOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower continuing; provided further that it has determined that such a continuation is not appropriate or (iix) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such notice SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar SOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower mayshall have the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 Noon, subject New York City time, one Business Day prior to paragraph (b) belowconversion, elect from time to time to convert any Eurodollar Loans Loan to an ABR Loans by giving the Administrative Agent irrevocable notice of Loan, (ii) not later than 12:00 Noon, New York City time, three Business Days (provided such election Business Days are days on which dealings in foreign currencies and exchanges between banks may be carried on in London) prior to 1:00 P.M.conversion or continuation, Boston to convert any ABR Loan into a Eurodollar Loan or to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period, and (iii) not later than 12:00 Noon, New York City time, two three such Business Days prior to the date of conversion, which notice to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period subject in each case to the following: (a) a Eurodollar Loan may not be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on converted at a time other than the last day of an the Interest Period with respect applicable thereto. The Borrower ; (b) any portion of a Loan maturing or required to be repaid in less than one month may elect from time to time to convert ABR Loans to not be converted into or continued as a Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice Loan; (c) no Eurodollar Loan may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any continued as such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into to a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to Agent or the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior Borrower shall provide, in addition to the Termination Datenotice specified in Section 2.10, upon the request of the Agent or the Required Lenders, certification that no such Event of Default has occurred and provided further, is continuing); (d) any portion of a Eurodollar Loan that cannot be converted into or continued as a Eurodollar Loan by reason of Section 2.10(b) or 2.10 (c) automatically shall be converted at the end of the Interest Period in effect for such Loan to an ABR Loan; (e) on the last day of any Interest Period for Eurodollar Loans if the Borrower shall fail has failed to give such notice of conversion or continuation as described in this Section 2.10 or if such conversion or continuation is not permitted pursuant to Section 2.10(d), such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 2:00 p.m., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 2:00 p.m., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; and provided, and provided further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. ABR Loans may, at any time, be converted into EurodollarTerm Benchmark Loans and EurodollarTerm Benchmark Loans may, on the last day of any Interest Period applicable thereto, be converted into ABR Loans or continued as EurodollarTerm Benchmark Loans (the date of any such conversion, the “Conversion Date”), as follows: (a) The Borrower mayIn order to continue outstanding EurodollarTerm Benchmark Loans as EurodollarTerm Benchmark Loans for another Interest Period, subject to paragraph (b) below, elect from time to time or to convert Eurodollar ABR Loans to ABR Loans by giving EurodollarTerm Benchmark Loans, the Borrower shall give the Administrative Agent irrevocable notice of such election thereof prior to 1:00 P.M., Boston 11:00 A.M. New York City time, two twothree Business Days prior to before the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last first day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar continued or converted EurodollarTerm Benchmark Loans, which notice may be given shall specify the length of the Interest Period requested by telephone (the Borrower to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar applicable to such Loans. (b) No Loan may be converted into, or continued as such (i) as, a EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Required Lenders have determined in its or their sole discretion not to permit such a continuation. ​ (c) If the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail fails to give a notice as described above in this Section 2.6 to continue an outstanding EurodollarTerm Benchmark Loan or to convert such notice Loan to an ABR Loan, or if such continuation or conversion is not permitted pursuant to paragraph (b) above, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such the then expiring Interest Period. Upon receipt Period applicable to such Loans. (d) The Administrative Agent shall promptly notify each Lender of any each notice received by the Administrative Agent from the Borrower pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofSection 2.6.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.by 9:00 A.M., Boston Los Angeles, California time, two three Business Days prior preceding the day on which such conversion is to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)occur, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving prior irrevocable notice to the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.by 9:00 A.M., Boston Los Angeles, California time, two three Business Days prior to the date of conversion, such conversion (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection SECTION 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided furtherPROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and after the date that is continuing and one month prior to the Scheduled Revolving Termination Date, (iiiii) no ABR Tranche A Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination fifth anniversary of the Closing Date, and (iv) no Tranche B Term Loans may be converted into a Eurodollar Loan after the date that is one month prior to the final maturity of the Tranche B Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Facility Lenders under the relevant Facility have determined that in its or their sole discretion not to permit such a continuation is not appropriate or continuation, (ii) in the case of Revolving Loans, after the date that is one month prior to the Scheduled Revolving Termination Date, (iii) in the case of Tranche A Term Loans, after the date that is one month prior to the fifth anniversary of the Closing Date, or (iv) in the case of Tranche B Term Loans, the date that is one month prior to the final maturity of the Tranche B Term Loans; and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable prior notice substantially in the form of Exhibit A-2 hereto of such election prior to 1:00 P.M., Boston time, two no later than 11:00 A.M. on the third Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that if any such conversion of Eurodollar Loans may only be made Loan is so converted on any day other than the last day of an the Interest Period with respect applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election prior to 1:00 P.M., Boston time, two no later than 11:00 A.M. on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Dateextent the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1Section 1.1 and no later than 11:00 A.M. on the third Business Day preceding the proposed continuation date, of the length of the next Interest Period to be applicable to such Loans; provided that if any Eurodollar LoansLoan is so continued on any day other than the last day of the Interest Period applicable thereto, which notice may be given by telephone (the Borrower shall also pay any amounts owing pursuant to be promptly confirmed in writingSection 2.21 and; provided, including by facsimile)further, provided that no Eurodollar Loan denominated in Dollars under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and to the extent the Administrative Agent has notified Agent, at the Borrower that it has determined that such a continuation is not appropriate or (ii) after request of the date that is one month prior to Required Lenders, so notifies the Termination DateBorrower; provided, and provided further, that if the Borrower shall fail to give such notice or (x) if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (y) if the Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall be automatically converted to ABR Loans. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Term Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Term Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. 3. Each Borrower (aother than the UK Borrower) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans a Eurocurrency Borrowing to ABR Loans a different Type of Borrowing by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), election; provided that any such conversion of Eurodollar Loans a Eurocurrency Borrowing may only be made only on the last day of an Interest Period with respect thereto. The Each Borrower (other than the UK Borrower) may elect from time to time to convert ABR Loans Base Rate Borrowings or Canadian Prime Rate Borrowings to Eurodollar Loans Eurocurrency Borrowings by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan Base Rate Borrowing or Canadian Prime Rate Borrowing under a particular Credit Facility may be converted into a Eurodollar Loan Eurocurrency Borrowing (i) when any Event of Default has occurred and is continuing and or (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datefinal scheduled termination or maturity date of such Credit Facility. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. (ba) Any Eurodollar Loans Each Borrower may be continued elect to continue any Eurocurrency Borrowing as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "definition of “Interest Period" set forth in subsection 1.1”, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which ; provided that if the applicable Borrower shall fail to give any required notice may be given by telephone (to be promptly confirmed as described above in writing, including by facsimilethis Section 2.13(b), provided that then such Borrowing shall be converted automatically on the last day of such then-expiring Interest Period (i) in the case of a Borrowing by the US Borrower denominated in Dollars, to a Base Rate Borrowing, (ii) in the case of a Borrowing by the US Borrower denominated in Euros, to a Eurocurrency Borrowing with an Interest Period of one month’s duration, (iii) in the case of a Borrowing by the Canadian Borrower denominated in Dollars, to a Base Rate Borrowing, (iv) in the case of a Borrowing by the Canadian Borrower denominated in Canadian Dollars, to a Canadian Prime Rate Borrowing and (v) in the case of a Borrowing by the UK Borrower, to a Eurocurrency Borrowing with an Interest Period of one month’s duration. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Notwithstanding any contrary provision hereof, (A) no Eurodollar Loan Eurocurrency Borrowing under a particular Credit Facility may be continued as such after the date that is one month prior to the final scheduled termination or maturity date of such Credit Facility and (iB) when any Event of Default has occurred and is continuing continuing, (1) no outstanding Borrowing (other than a Borrowing by the UK Borrower) denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing and (2) unless repaid, each Eurocurrency Borrowing (other than a Borrowing by the UK Borrower) denominated in Dollars shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto. (b) With respect to any conversion or continuation pursuant to this Section 2.13, the applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Administrative Agent has notified Loans comprising each such portion shall be considered a separate Borrowing hereunder. (c) Notwithstanding any other provision of this Section 2.13, (i) no Borrower shall be permitted to (A) change the currency of any Borrowing or (B) convert any Borrowing to a Type not available to such Borrower that it has determined that in such a continuation is not appropriate or currency as provided in Section 2.05(a)(ii) and (ii) after the date that is one month prior this Section 2.13 shall not apply to the Termination DateSwing Line Borrowings, and provided further, that if the Borrower shall fail to give such notice which may not be converted or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofcontinued.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Funding Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Funding Agent at least three Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice the date that is one month prior to the Termination DateFunding Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon by the Borrower giving irrevocable notice to the Funding Agent at least three (3) Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Period, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that (i) no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such any required notice or if such continuation is not permitted such as described above in this paragraph, the relevant Eurodollar Loans shall be automatically converted to ABR Eurodollar Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b)such notice, the Administrative Funding Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to no later than 1:00 P.M., Boston Eastern time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to Section 2.17, the Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to no later than 1:00 P.M., Boston Eastern time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice, the date that is one month prior to the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.17, any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent by no later than 1:00 P.M., Eastern time, on the date occurring three Business Days preceding the proposed continuation date and otherwise in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and continuing; provided further, further that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The U.S. Borrower may, subject to paragraph (b) below, may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to ABR Loans by giving the General Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The U.S. Borrower may elect from time to time to convert outstanding ABR Loans (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each affected U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent has notified or the Borrower that it has Majority U.S. Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 9.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date, and provided provided, further, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarSOFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M., Boston time, two no later than 10:00 A.M. at least three Business Days prior precedingprior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), proposed conversion date; provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M., Boston time, two no later than 10:00 A.M. on the thirdthree (3) U.S. Government Securities Business Days Day precedingDays prior to the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is continuing and (ii) continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no ABR Interest Period is specified with respect to any SOFR Loan may be converted into in a Eurodollar Loan after Notice of Conversion/Continuation delivered by the date that is one month prior Borrower to the Termination DateAdministrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable The Borrower may elect from time to time to continue any SOFR Loan by giving the Administrative Agent prior notice of such election in a Notice of Conversion/Continuatio to the Administrative Agent Agentn, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.“

Conversion and Continuation Options. (a) The Borrower may, subject upon irrevocable written notice to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice in accordance with this SECTION 2.10 (i) elect, as of such election prior to 1:00 P.M.any Business Day, Boston timein the case of Alternate Base Rate Loans, two Business Days prior to the date or as of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period with respect thereto. Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof. (b) The Borrower may elect from time shall deliver a written notice, substantially in the form of EXHIBIT C-2 (a "NOTICE OF CONVERSION/CONTINUATION") to time to convert ABR Loans to Eurodollar Loans be received by giving the Administrative Agent irrevocable notice not later than 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion/ Continuation Date, if the Loans are to be converted from or into or continued as Eurodollar Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Alternate Base Rate Loans. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans made to the Borrower, the Borrower has failed to select timely a new Interest Period to be applicable to such Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Alternate Base Rate Loans effective as of the expiration date of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone Interest Period. (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. d) Upon receipt of any such notice Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted or continued as provided herein, provided ; PROVIDED that (i) no ABR Loan may be converted into into, or continued as, a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into into, or continued as, a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. ABR Loans may, at any time, be converted into EurodollarSOFR Loans and EurodollarSOFR Loans may, on the last day of any Interest Period applicable thereto, be converted into ABR Loans or continued as EurodollarSOFR Loans (the date of any such conversion, the “Conversion Date”), as follows: (a) The Borrower mayIn order to continue outstanding EurodollarSOFR Loans as EurodollarSOFR Loans for another Interest Period, subject to paragraph (b) below, elect from time to time or to convert Eurodollar ABR Loans to ABR Loans by giving EurodollarSOFR Loans, the Borrower shall give the Administrative Agent irrevocable notice of such election thereof prior to 1:00 P.M., Boston 11:00 A.M. New York City time, two Business Days prior to before the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last first day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar continued or converted EurodollarSOFR Loans, which notice may be given shall specify the length of the Interest Period requested by telephone (the Borrower to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar applicable to such Loans. (b) No Loan may be converted into, or continued as such (i) as, a EurodollarSOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Required Lenders have determined in its or their sole discretion not to permit such a continuation. (c) If the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail fails to give a notice as described above in this Section 2.6 to continue an outstanding EurodollarSOFR Loan or to convert such notice Loan to an ABR Loan, or if such continuation or conversion is not permitted pursuant to paragraph (b) above, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such the then expiring Interest Period. Upon receipt Period applicable to such Loans. (d) The Administrative Agent shall promptly notify each Lender of any each notice received by the Administrative Agent from the Borrower pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofSection 2.6.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that in the event any such conversion of Eurodollar Loans may only be is not made on the last day of an Interest Period with Period, the Borrower shall be obligated to reimburse the Lenders in respect theretothereof pursuant to subsection 6.14. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate or, as the case may be, the date on which the Term Loans mature. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination DateDate or, as the case may be, the day on which the Term Loans mature and provided provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent an irrevocable notice substantially in the form of such election Exhibit J (a "Notice of Conversion/Continuation"), by 11:00 A.M. New York, New York time at least one Business Day prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans or to continue Eurodollar Loans as Eurodollar Loans by giving the Administrative Agent irrevocable notice a Notice of such election Conversion/Continuation by 11:00 A.M. New York, New York time at least three Business Days' prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)such election. Any such notice Notice of conversion Conversion/Continuation to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan if the Interest Period selected therefor would expire after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, of the length of the next Interest Period to be applicable to such Loans, determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(bSection 4.5(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversionproposed conversion date, which notice may be given by telephone (to be promptly confirmed in writingprovided, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Term Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Term Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit G, of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third (3rd) Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in AMERICAS 91292599 this paragraph or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Eurodollar Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Final Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.Revolving Credit

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, Company may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, ; provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date. (b) Any Eurodollar Loans may be continued as such Eurodollar Loans upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that (i) no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Lenders have determined that such a continuation is not appropriate or and (ii) no Eurodollar Loan or may be continued as such after the date that is one month prior to the Termination DateMaturity Date and provided, and provided further, that if (A) the Borrower Company shall fail to give any required notice as described above in this paragraph, such notice or Eurodollar Loans shall be continued on the last day of the then current Interest Period as Eurodollar Loans with an Interest Period of one month and (B) if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofBase Rate Loans.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 12:00 P.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 no later than 12:00 P.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Base Rate Loan hereunder may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan hereunder may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in AMERICAS 91292609 this paragraph or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. At any time that the Loans (aor any portion thereof) The Borrower mayare not CP Rate Loans, subject the Company shall have the right at any time upon prior irrevocable notice to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election (i) not later than 12:00 noon, New York City time, one Business Day prior to 1:00 P.M.conversion, Boston to convert any Eurodollar Loan to a Base Rate Loan, (ii) not later than 10:00 a.m., New York City time, two three Business Days prior to the date of conversion or continuation, to convert any Base Rate Loan into a Eurodollar Loan or to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period and (iii) not later than 10:00 a.m., New York City time, three Business Days prior to conversion, which notice to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case, to the following: (i) a Eurodollar Loan may not be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on converted at a time other than the last day of an the Interest Period with respect thereto. The Borrower applicable hereto; (ii) any portion of a Loan maturing or required to repaid in less than one month may elect from time to time to convert ABR Loans to not be converted into or continued as a Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice Loan; (iii) no Eurodollar Loan may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any continued as such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Base Rate Loan may be converted into to a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with or the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Majority Lenders have determined that such a continuation is not appropriate appropriate; (iv) any portion of a Eurodollar Loan that cannot be converted into or continued as a Eurodollar Loan by reason of subsections (ii) after and (iii) above automatically shall be converted at the date that is one month prior end of the Interest Period in effect for such Loan to a Base Rate Loan; and (v) on the Termination Datelast day of any Interest Period for Eurodollar Loans, and provided further, that if the Borrower shall fail Company has failed to give such notice Notice of Conversion or Notice of Continuation as described in this Section 2.07(c) or if such conversion or continuation is not permitted pursuant to subsection (iv) above, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt The Company must deliver a Notice of Continuation as shown in Exhibit B-1 to effect a continuation of any notice pursuant Eurodollar Loan and a Notice of Conversion as shown in Exhibit B-2 to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofeffect a conversion of a Loan from a Eurodollar Loan to a Base Rate Loan and from a Base Rate Loan to a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) Any Eurodollar Loans EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the defined term "“Interest Period" set forth in subsection 1.1”, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar EurodollarTerm Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Lenders have determined that in their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; provided, and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph, subject to the preceding proviso, such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR continued as EurodollarTerm Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. li

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimilethe “Cut-Off Time”), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, AMERICAS 96180772 20 and provided provided, further, that if by the Cut-Off Time with respect to any Interest Period for any Eurodollar Loan which is then ending, the Borrower shall fail have failed to give notice of continuation or notice of the conversion of such notice or Eurodollar Loan to an ABR Loan as described in Section 2.6(a) above, the Borrower shall be deemed to have elected to continue such Loan as a Eurodollar Loan for an Interest Period equal to one month. Notwithstanding the foregoing, if such any continuation of any Loans as Eurodollar Loans is not permitted pursuant to the first proviso in this Section 2.6(b) such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), (or deemed election) the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarSOFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 11:00 A.M. on the Business Day preceding the proposed conversion date; provided that, Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that if any such conversion of Eurodollar EurodollarSOFR Loans may only be made shall occur on a date other than the last day of an Interest Period with respect thereto, the Borrower shall pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M., Boston time, two no later than 11:00 A.M. on the third U.S. Government Securities Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice, the date that is one month prior to the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans EurodollarSOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that no Eurodollar EurodollarSOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and continuing; provided further, further that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Applicable Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 4.3 shall not have been contravened and (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or applicable Term Loan Maturity Date, as applicable. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 4.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date or applicable Term Loan Maturity Date, as applicable, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the Borrower shall pay all amounts due under Section 2.15. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Term Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Term Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Eurodollar Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Final Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Credit Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination DateFinal Maturity Date and provided, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, c)The Company may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, ; provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date. (ba) Any Eurodollar Loans may be continued as such Eurodollar Loans upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), ; provided that (i) no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Majority Lenders have determined that such a continuation is not appropriate or and (ii) no Eurodollar Loan or may be continued as such after the date that is one month prior to the Termination DateMaturity Date and provided, and provided further, that if (A) the Borrower Company shall fail to give any required notice as described above in this paragraph, such notice or Eurodollar Loans shall be continued on the last day of the then current Interest Period as Eurodollar Loans with an Interest Period of one month and (B) if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofBase Rate Loans.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month or 30 days, respectively, prior to the Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month or 30 days prior to the Termination DateDate (in the case of continuations of Loans) and provided, and provided further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior election, provided that, unless the Borrower elects to 1:00 P.M., Boston time, two Business Days deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the date end of conversionan Interest Period, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected applicable Tranche B Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 shall not have been contravened. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 would be contravened and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, Company may elect from time to time to convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Banking Days’ prior irrevocable written notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Banking Days’ prior irrevocable written notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans) or (b) the date of the final installment of principal of the Tranche B Term Loans (in the case of conversions of Tranche B Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving written notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to (a) the Revolving Credit Termination DateDate (in the case of continuations of Revolving Loans) or (b) the date of the final installment of principal of the relevant Term Loans (in the case of continuations of Term Loans), and provided provided, further, that if the Borrower Company shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Borrowers may, subject to paragraph (b) belowin the case of Revolving Loans, elect from time to time to convert Eurodollar Alternate Base Rate Loans to ABR Loans LIBOR Rate Loans, by the Parent Borrower giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to election. A form of Notice of Conversion/Continuation is attached as Schedule 2.10. If the date of conversion, upon which notice may be given by telephone (an Alternate Base Rate Loan is to be promptly confirmed in writingconverted to a LIBOR Rate Loan is not a Business Day, including by facsimile), provided that any then such conversion of Eurodollar Loans may only shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two succeeding Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any Day such notice of conversion to Eurodollar Loans Loan shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofbear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) no ABR Loan may partial conversions shall be converted into in an aggregate principal amount of $500,000 or a Eurodollar Loan after the date that is one month prior to the Termination Datewhole multiple of $250,000 in excess thereof. (b) Any Eurodollar LIBOR Rate Loans may be continued as such upon the expiration of the then current an Interest Period with respect thereto by compliance by the Borrower giving notice to the Administrative Agent in accordance Borrowers with the applicable notice provisions of the term "Interest Period" set forth contained in subsection 1.1Section 2.10(a); provided, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar LIBOR Rate Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the Administrative Agent has notified end of the Borrower that it has determined that such a continuation is not appropriate or (ii) after applicable Interest Period with respect thereto. If the date that is one month prior to the Termination Date, and provided further, that if the Parent Borrower shall fail to give such timely notice of an election to continue a LIBOR Rate Loan, or if such the continuation of LIBOR Rate Loans is not permitted hereunder, such Eurodollar LIBOR Rate Loans shall be automatically converted to ABR Alternate Base Rate Loans on at the last day end of such then expiring the applicable Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofPeriod with respect thereto.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in AMERICAS 91292576 this paragraph or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable prior notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston Eastern time, two on the Business Days prior to Day preceding the date of conversionproposed conversion date; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to Section 2.17, the Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston Eastern time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt If no election as to the type of Loan is specified in the Notice of Conversion/Continuation, then the Loan shall automatically be converted into an ABR Loan, and if any such notice Notice of Conversion/Continuation requests a Eurodollar Loan but does not specify an Interest Period, then the Administrative Agent Borrower shall promptly notify each affected Lender thereof. All or any part be deemed to have selected an Interest Period of outstanding Eurodollar Loans and ABR Loans may be converted as provided hereinone month; provided, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after continuing. Upon receipt of any such notice, the date that is one month prior to the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.17, any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent by no later than 12:00 Noon, Eastern time, on the date occurring three Business Days preceding the proposed continuation date and otherwise in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuing; provided, and provided further, further that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert its Eurodollar Loans to ABR Reference Rate Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two by 11:00 A.M. on a Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)Day, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR its Reference Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefortherefor and, in the case of Eurodollar Loans, the requested Type thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Reference Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders in their sole discretion, notifies the Borrower such conversions shall not be permitted, (ii) no ABR Loan may if, after giving effect thereto, Section 2.7 would be converted into a Eurodollar Loan contravened, or (iii) after the date that is one month prior to the Termination Maturity Date; provided further, that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurodollar Loan is not repaid, such Loans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable appropriate notification provisions of the term "Interest Period" therefor set forth in subsection 1.1Section 2.6(a), of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate conversions, (ii) if, after giving effect thereto, Section 2.7 would be contravened, or (iiiii) after the date that is one month prior to the Termination Maturity Date, and ; provided further, that if the Borrower shall fail to give such any required notice as described above in this Section 2.6 or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Reference Rate Loans (denominated in Dollars if such continuation is not permitted pursuant to clause (iii) of the preceding proviso) on the last day of such then expiring Interest Period. Upon receipt . (c) The conversion or continuation of any notice pursuant to this subsection 4.2(b), Loans as herein provided shall not constitute the Administrative Agent shall notify each affected Lender thereofmaking of new Loans hereunder.

Conversion and Continuation Options. (a) a. The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Required Lenders have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) b. Any Eurodollar Loans EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the defined term "“Interest Period" set forth in subsection 1.1”, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar EurodollarTerm Benchmark Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Lenders have determined that in their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations; provided, and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph, subject to the preceding proviso, such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR continued as EurodollarTerm Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar EurodollarSOFR Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit F, of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the Business Days prior to Day preceding the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)proposed conversion date, provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 12:00 Noon, Boston New York City time, two on the third (3rd) Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) no ABR Base Rate Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice, the Termination DateAdministrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans EurodollarSOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice no later than 12:00 Noon, New York City time, on the third (3rd) U Business Day preceding the proposed continuation date to the Administrative Agent Agent, in substantially the form attached hereto as Exhibit F, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar EurodollarSOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided provided, further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar EurodollarSOFR Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b)such notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the Business Days prior to Day preceding the date of conversionproposed conversion date, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election prior to 1:00 P.M.no later than 11:00 A.M., Boston New York City time, two on the third Business Days prior to Day preceding the proposed conversion date of conversion, (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided PROVIDED that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior Required Banks have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Termination DateAdministrative Agent shall promptly notify each Bank thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has Required Banks have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuations, and provided furtherPROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender relevant Bank thereof.

Conversion and Continuation Options. (a) The Borrower mayshall have the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 noon, subject to paragraph (b) belowNew Jersey time, elect from time to time on any Business Day, to convert any Eurodollar Loans Loan to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.a Base Rate Loan, Boston (ii) not later than 12:00 noon, New Jersey time, two three Business Days prior to the date of conversion or continuation, to convert any Base Rate Loan into a Eurodollar Loan or to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period, and (iii) not later than 12:00 noon, New Jersey time, three Business Days prior to conversion, which notice to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case to the following: (a) a Eurodollar Loan may not be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on converted at a time other than the last day of an the Interest Period with respect applicable thereto. The Borrower ; (b) any portion of a Loan maturing or required to be repaid in less than one month may elect from time to time to convert ABR Loans to not be converted into or continued as a Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice Loan; (c) no Eurodollar Loan may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any continued as such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Base Rate Loan may be converted into to a Eurodollar Loan when any Event of Default has occurred and is continuing and continuing; (iid) no ABR any portion of a Eurodollar Loan may that cannot be converted into or continued as a Eurodollar Loan after by reason of Section 2.10(b) or 2.10(c) or otherwise automatically shall be converted at the date that is one month prior end of the Interest Period in effect for such Loan to the Termination Date.a Base Rate Loan; (be) Any Eurodollar Loans may be continued as such upon on the expiration last day of the then current any Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such for Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date, and provided further, that if the Borrower shall fail has failed to give such notice of conversion or continuation as described in this subsection or if such conversion or continuation is not permitted pursuant to Section 2.10(d) or otherwise, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt ; (f) accrued interest on a Loan (or portion thereof) being converted shall be paid by the Borrower at the time of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofconversion.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans to ABR Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 4.3 shall not have been contravened and (iii) no ABR Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Credit Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 4.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination DateDate and provided, and provided further, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Credit Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to 12:00 Noon on the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may, subject to paragraph (b) below, may elect from time to time on any Business Day to convert Eurodollar Revolving Loans of one Type to ABR Revolving Loans of another Type by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election in the case of any conversion to a Eurodollar Revolving Loan, and prior to 1:00 P.M., Boston irrevocable notice not later than 11:00 A.M. (New York City time, two Business Days prior to ) on the date of conversion, which conversion in the case of any conversion to Base Rate Loans (such - 45 - notice may be given by telephone (to be promptly confirmed in writingwriting if given telephonically); PROVIDED, including by facsimile)HOWEVER, provided that any such conversion of Eurodollar Revolving Loans may may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Revolving Loans shall specify the length of the initial Interest Period or Interest Periods therefor, which may not, until after the earlier of (i) the 30th day after the Closing Date and (ii) the Syndication Date, exceed one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Revolving Loans and ABR Base Rate Loans may be converted as provided herein; PROVIDED, provided HOWEVER, that (i) no ABR Loan may be converted into a Eurodollar Revolving Loan when any Event of Default has occurred and is continuing and continuing, (ii) any such conversion may only be made if, after giving effect thereto, SECTION 2.13 shall not have been contravened, (iii) any such conversion may only be made if, after giving effect thereto, no ABR more than five (5) Borrowings of Eurodollar Revolving Loans would be outstanding and (iv) no Loan may be converted into a Eurodollar Revolving Loan after the date that is one month prior to the scheduled Termination Date. (b) Any Eurodollar Revolving Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest PeriodINTEREST PERIOD" set forth in subsection SECTION 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans; PROVIDED, which notice may be given by telephone (to be promptly confirmed in writingHOWEVER, including by facsimile), provided that no Eurodollar Revolving Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination DateDate and; PROVIDED, and provided furtherFURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower mayshall have ----------------------------------- the right at any time upon prior irrevocable notice to the Agent (i) not later than 12:00 noon, subject to paragraph (b) belowWilmington time, elect from time to time on the Business Day of conversion, to convert any Eurodollar Loans Loan to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M.a Base Rate Loan, Boston (ii) not later than 12:00 noon, Wilmington time, two three Business Days prior to the date of conversion or continuation, to (y) convert any Base Rate Loan into a Eurodollar Loan, or (z) to continue any Eurodollar Loan as a Eurodollar Loan for any additional Interest Period and (iii) not later than 12:00 noon, Wilmington time, three Business Days prior to conversion, which notice to convert the Interest Period with respect to any Eurodollar Loan to another permissible Interest Period, subject in each case to the following: ------- (a) a Eurodollar Loan may not be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on converted at a time other than the last day of an the Interest Period with respect applicable thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.; (b) Any Eurodollar Loans any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such a Eurodollar Loans, which notice may be given by telephone Loan; (to be promptly confirmed in writing, including by facsimile), provided that c) no Eurodollar Loan may be continued as such (i) and no Base Rate Loan may be converted to a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Banks have determined that such a continuation is not appropriate appropriate; (d) any portion of a Eurodollar Loan that cannot be converted into or continued as a Eurodollar Loan by reason of Section 2.18(b) or (iic) after automatically shall be converted at the date that is one month prior end of the Interest Period in effect for such Loan to a Base Rate Loan; and (e) on the Termination Date, and provided further, that last day of any Interest Period for Eurodollar Loans if the Borrower shall fail have failed to give such notice of conversion or continuation as described in this subsection or if such conversion or continuation is not permitted pursuant to this Section 2.18, such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt Accrued interest on a Loan (or portion thereof) being converted shall be paid by the Borrower at the time of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereofconversion.

Conversion and Continuation Options. (a) The relevant Borrower may, subject to paragraph (b) below, may elect from time to time to convert Eurodollar Loans (or, subject to Section 2.7(d), a portion thereof) to ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Section 2.7(d)) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., Boston time, two Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no ABR Loan may be converted into the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a Eurodollar Loan after the date that is one month prior to the Termination Dateconversion. (b) Any Eurodollar Loans (or, subject to Section 2.7(d), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent in accordance with Agent, not less than three Business Days prior to the applicable provisions last day of the term "then current Interest Period" set forth in subsection 1.1Period with respect thereto, of the length of the next Interest Period to be applicable to such Eurodollar Loans; provided, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has notified or the Borrower that it has Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Datecontinuation; and provided, and provided further, that if the relevant Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a Borrower pursuant to this subsection 4.2(bSection 2.5(b), the Administrative Agent shall promptly notify each affected Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.5(b), by it or the Required Lenders, not to permit such a continuation.