Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable written notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 12:00 Noon, New York City time, 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 Eurocurrency Loan is so continued on any day other than the last day of the Interest Period applicable thereto, provided the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, further, that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), continuations; and provided, further, that (i) if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Eurocurrency Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in month’s duration or on the last day of such then-expiring Interest Period and (ii) if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans of any Class to ABR Loans of such Class by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans of any Class to Eurocurrency Eurodollar Loans of such Class by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, 1:00 P.M. New York City time, on the third Business Day preceding prior to the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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 conversionscontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon by the Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentPeriod, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that ii) if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to paragraph, the preceding proviso such 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 notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in the Base Currency to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in the Base Currency by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, any such Eurocurrency Loans denominated in the Base Currency shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period, and any such Eurocurrency Loans denominated in the Optional Currency shall as of the last day of such then expiring Interest Period bear interest at such rate as the Administrative Agent determines adequately reflects the costs (including a comparable margin to that set forth herein) to the Lenders of maintaining such Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that if any such conversion of Eurocurrency Eurodollar Loans may only be is made on a day which is not the last day of an Interest Period with respect theretothereto the Borrower shall pay to the Administrative Agent on the date of such conversion accrued interest to the date of such conversion on the principal amount converted together with any amounts payable pursuant to subsection 2.16. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice 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 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 Eurocurrency Eurodollar Loan when any if a Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate and (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to permit such conversions. Upon receipt the Revolving Credit Termination Date, and no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the final maturity of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTerm Loans. (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any if a Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined that such a continuation is not appropriate and (ii) no Eurodollar Loan may be continued as such after the date that is one month prior to (A) the Revolving Credit Termination Date, in its the case of Revolving Credit Loans or their sole discretion not to permit such continuations (and B) the Administrative Agent shall notify final maturity of the Borrower within a reasonable amount Term Loans, in the case of time of any such determination)Term Loans, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the immediately preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on in the third case of LIBOR Loans in Dollars and at least four Business Day preceding Days’ prior irrevocable notice of such election in the proposed case of LIBOR Loans in Available Foreign Currencies. Any such notice of conversion date (which notice to LIBOR Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no Multicurrency Loan may be converted to an ABR Loan, (ii) no Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate, (iii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTermination Date and (iv) no Loan may be converted from one currency to another currency. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may may, except as provided in the following proviso, be continued as such (A) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (B) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)Termination Date, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give such notice or if such continuation is not permitted, (x) with respect to any required notice as described above in this paragraph such Loans which are Multicurrency Loans, the Borrower shall be automatically continued as Eurocurrency Loans having deemed to have specified an Interest Period of one month in duration or if and (y) all such continuation is not permitted pursuant to the preceding proviso such other 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 3.2(b), the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Rate Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency LIBOR Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency LIBOR Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required 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. (b) Any Eurocurrency LIBOR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” Period set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency LIBOR Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), continuations; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit M of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the second Business Day preceding the proposed conversion date, ; provided that any such conversion (i) a borrowing of Eurocurrency a Class of Loans may only not be made converted into a borrowing of a different Class of Loans, (ii) a borrowing denominated in one Currency may not be converted to a borrowing of a different Currency, (iii) no Eurocurrency Loan denominated in an Agreed Foreign Currency may be converted to a borrowing of a different Type and (iv) if any Eurocurrency 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that (i) a borrowing of a Class of Loans may not be converted into a borrowing of a different Class of Loans, (ii) a borrowing denominated in one Currency may not be converted to a borrowing of a different Currency and (iii) no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 1:00 P.M., New York City time, 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 (i) a borrowing of a Class of Loans may not be continued as a borrowing of a different Class of Loans, provided (ii) a borrowing denominated in one Currency may not be continued as a borrowing of a different Currency, (iii) no Eurocurrency Loan denominated in a Foreign Currency may be continued if, after giving effect thereto, the Revolving Multicurrency Exposure would exceed the aggregate Multicurrency Revolving Commitments and (iv) if any Eurocurrency Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and; provided, further, that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and and; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans denominated (i) in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period or (ii) in another Currency shall be automatically converted to Eurocurrency Loans having an Interest Period of one month’s duration on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Revolving Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Term Benchmark Revolving Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Revolving Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Revolving Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Term Benchmark Revolving Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Loans, ; provided that no Eurocurrency Term Benchmark Revolving Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and continuations; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent in the form of Exhibit G, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, continuations; provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect theretothereto (unless the Borrower pays the amount owing pursuant to Section 2.12). The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and continuations; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency LIBOR Loans denominated in Dollars to ABR Loans by giving the Managing Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency such LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Managing Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Managing Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Managing Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined that such a conversion is not appropriate, (ii) no Swing Line Loan may be converted into a loan that bears interest at any rate other than the ABR, (iii) a Revolving Credit Loan denominated in its or their sole discretion one Currency may not be converted to permit such conversions. Upon receipt a Revolving Credit Loan in a different Currency and (iv) a LIBOR Loan denominated in Euros may not be converted to a Loan of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofa different Type. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary applicable Borrower giving irrevocable notice to the Managing Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, provided that (i) no Eurocurrency LIBOR Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Managing Administrative Agent has or the Majority Facility Required Lenders have determined that such a continuation is not appropriate, (ii) no LIBOR Loan denominated in respect Euros may have an Interest period of more than one month’s duration when any Event of Default has occurred and is continuing and the Managing Administrative Agent has or the Required Lenders have made such determination, (iii) a Revolving Credit Loan denominated in one Currency may not be continued as a Loan in a different Currency, but instead must be prepaid in the original Currency of such Facility have determined Revolving Credit Loan and reborrowed in its or their sole discretion not to permit such continuations the other Currency and (and iv) no LIBOR Loan denominated in Euros may be continued if, after giving effect thereto, the Administrative Agent shall notify aggregate Revolving Credit Exposures would exceed the Borrower within a reasonable amount of time of any such determination), aggregate Commitments; and provided, further, that if the Borrower or such Subsidiary applicable Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall (in the case of failure to give such notice, if such Borrower would have then been entitled to select a one month Interest Period for such LIBOR Loan) be automatically converted to ABR LIBOR Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any Period or, in all other cases (if such notice the Administrative Agent shall promptly notify each relevant Lender thereofLoan is denominated in Dollars), be converted to ABR Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Company may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans Base Rate Loans, by giving the General Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, election; provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Company may elect from time to time to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans by giving the General Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR 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 Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, provided that (i) no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the General Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to permit the final maturity date of such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofFacility. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Company giving irrevocable notice to the General Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the General Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not appropriate or (ii) after the date that is one month prior to permit the final maturity date of such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), Facility and provided, further, that if the Borrower or such Subsidiary Borrower Company shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the General Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (ba) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent in the form of Exhibit G, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, continuations; provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBO Rate Loans made to ABR the Borrower to Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the second Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made LIBO Rate 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 or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans made to Eurocurrency the Borrower to LIBO Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third second Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency LIBO Rate Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency LIBO Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 1:00 P.M., New York City time, on the second 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 LIBO Rate Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and; provided, further, that no Eurocurrency LIBO Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and and; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice written notice, substantially in the form of Exhibit I, of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, election; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans (other than ABR Loans which are Swingline Loans) to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice, substantially in the form of Exhibit I, of such election. Any such notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice 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 Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided that (x) no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate and (y) no Swingline Loan may be converted to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofa Eurodollar Loan. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice written notice, substantially in the form of Exhibit I, to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, Loan; provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or notified the Majority Facility Borrower that the Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), appropriate; and provided, further, that (i) if the Borrower or such Subsidiary Borrower shall fail fails to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso permitted, then such Loans Eurodollar Loan shall be automatically converted to an ABR Loans Loan on the last day of such then expiring Interest Period and (ii) if the Borrower gives a notice of continuation but fails to specify the applicable Interest Period. Upon receipt of any such notice , then the Administrative Agent Borrower shall promptly notify each relevant Lender thereofbe deemed to have requested a one-month Interest Period.

Conversion and Continuation Options. (a) The Borrower or and any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or and any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such relevant Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and, if the Borrower or relevant Subsidiary Borrower shall fail to give such notice of continuation of a Multicurrency Loan, such Multicurrency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.25. The Borrower Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans; provided, provided that no Eurocurrency notwithstanding any contrary provision hereof, if (after giving effect to such Loan under a particular Facility may be continued as such when any and to the application of proceeds thereof) an Event of Default has occurred and is continuing and the Administrative Agent has or Agent, at the request of the Majority Facility Lenders in respect of such any Facility have determined or in its or their sole discretion not discretion, so notifies the Company, then, so long as an Event of Default is continuing, other than to permit such continuations the extent repaid, (i) each Eurocurrency Loan denominated in Dollars under the relevant Facility shall be converted to an ABR Loan at the end of the Interest Period applicable thereto and (ii) each Eurocurrency Loan denominated in an Optional Currency under the Administrative Agent applicable Facility shall notify be converted at the Borrower within end of the Interest Period applicable thereto to a reasonable amount Eurocurrency Loan with an Interest Period of time of any such determination), two weeks; and provided, further, that if the Borrower Company or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as a Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans Loan, on the last day of such then expiring Interest Period and shall have an Interest Period of the same duration as the expiring Interest Period. Upon receipt of any such continuation notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day prior irrevocable notice of such election no not later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no not later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency The Borrower may elect to continue any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.01, of the length of the next Interest Period to be applicable to such LoansLoan, provided provided, that if the Borrower shall fail to give any such required notice as described above, or notify the Administrative Agent of an intent to convert any such Eurodollar Loan to a Base Rate Loan, at least three Business Days prior to the expiration of the then current Interest Period, at the end of such Interest Period, such Loan shall be continued automatically as a Eurodollar Loan with a three-month Interest Period (unless the then final scheduled termination or maturity date for the relevant Facility would be prior to the end of such three-month Interest Period or such continuation is not permitted pursuant to the following proviso, in which case such Loan shall, absent the consent of the Administrative Agent to the contrary (which may be given or withheld in its sole discretion) then be converted automatically to a Base Rate Loan); and provided, further, that no Eurocurrency 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 has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such continuations or (and ii) after the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, date that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of is one month in duration or if such continuation is not permitted pursuant prior to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day final scheduled termination or maturity date of such then expiring Interest PeriodFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonnoon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and continuations; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans made or outstanding from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)applicable Maturity Date, and provided, provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency 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 3.2(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert Eurocurrency Convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election no later than 11:00 A.M.in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), New York City time, on such Continuation/Conversion Notice specifying the Business Day preceding amount and the proposed conversion date, date such Conversion is to be made; provided that any such conversion Conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert ABR Convert Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, on three (3) Business Days before the third Business Day preceding the proposed conversion date (which of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor), . Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans or Base Rate Loans may be Converted as provided herein; provided that (i) no ABR Base Rate Loan under a particular Facility may be converted Converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined that such a Conversion is not appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving 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 thereofCommitment Termination Date. (b) Any Eurocurrency Loan Eurodollar Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Borrowers’ Agent giving the Administrative Agent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time), at its New York office, in each case, three (3) Business Days before the Administrative Agentdate such Eurodollar Loans are to be Continued, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and . If the Administrative Borrowers’ Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail fails to give any required timely notice as described above in this paragraph such requesting a Continuation, then the applicable Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant Converted to the preceding proviso such Base Rate Loans. Any automatic Conversion to Base Rate Loans shall be automatically converted to ABR Loans on effective as of the last day of such the Interest Period then expiring Interest Period. Upon receipt of any such notice in effect with respect to the Administrative Agent shall promptly notify each relevant Lender thereofapplicable Eurodollar Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert Eurocurrency Convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election no later than 11:00 A.M.in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), New York City time, on such Continuation/Conversion Notice specifying the Business Day preceding amount and the proposed conversion date, date such Conversion is to be made; provided that any such conversion Conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert ABR Convert Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, on three (3) Business Days before the third Business Day preceding the proposed conversion date (which of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor), . Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans or Base Rate Loans may be Converted as provided herein; provided that (i) no ABR Base Rate Loan under a particular Facility may be converted Converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of have reasonably determined that such Facility have determined in its or their sole discretion a Conversion is not appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofCommitment Termination Date. (b) Any Eurocurrency Loan Eurodollar Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Borrowers’ Agent giving the Administrative Agent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time), at its New York office, in each case, three (3) Business Days before the Administrative Agentdate such Eurodollar Loans are to be Continued, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and . If the Administrative Borrowers’ Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail fails to give any required timely notice as described above in this paragraph such requesting a Continuation, then the applicable Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant Converted to the preceding proviso such Base Rate Loans. Any automatic Conversion to Base Rate Loans shall be automatically converted to ABR Loans on effective as of the last day of such the Interest Period then expiring Interest Period. Upon receipt of any such notice in effect with respect to the Administrative Agent shall promptly notify each relevant Lender thereofapplicable Eurodollar Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no not later than 11:00 A.M., New York City time, on the one Business Day preceding prior to the proposed conversion datedate of conversion, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert its ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor)) not later than 11:00 A.M., New York City time, three Business Days prior to the date of conversion, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuation, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso any such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and, if the Borrower shall fail to give such notice of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the second Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Eurodollar 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to Eurocurrency the Borrower to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 1:00 P.M., New York City time, 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 Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and; provided, further, that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and and; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans made or outstanding from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Loans made or outstanding may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Eurocurrency Loans made or outstanding and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is three Business Days prior to the Maturity Date. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is three Business Days prior to the Borrower within a reasonable amount of time of any such determination)Maturity Date, and provided, provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency 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 3.2(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans in Dollars to Daily Simple SOFR Loans or ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Term Benchmark Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.22. The Company or any Subsidiary Borrower may elect from time to time to convert (x) Daily Simple SOFR Loans to ABR Loans or (y) ABR Loans to Daily Simple SOFR Loans, in each case, by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date. The Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans or Daily Simple SOFR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans; provided, provided that no Eurocurrency notwithstanding any contrary provision hereof, if (after giving effect to such Loan under a particular Facility may be continued as such when any and to the application of proceeds thereof) an Event of Default has occurred and is continuing and the Administrative Agent has Agent, at the request of the Required Lenders or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not discretion, so notifies the Company, then, so long as an Event of Default is continuing, other than to permit such continuations (and the Administrative Agent extent repaid, each Term Benchmark Loan under the Facility shall notify be converted to an ABR Loan at the Borrower within a reasonable amount end of time of any such determination), the Interest Period applicable thereto; and provided, further, that if the Borrower Company or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans a Term Benchmark Loan, on the last day of such then expiring Interest Period and shall have an Interest Period of the same duration as the expiring Interest Period. Upon receipt of any such continuation notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans by giving the Managing Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Managing Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Managing Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Managing Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not to permit such conversions. Upon receipt of appropriate, and (ii) no Swing Line Loan may be converted into a loan that bears interest at any such notice rate other than the Administrative Agent shall promptly notify each relevant Lender thereofABR. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Managing Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Managing Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), appropriate; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall (in the case of failure to give such notice, if the Borrower would have then been entitled to select a one month Interest Period for such LIBOR Loan) be automatically converted to ABR LIBOR Loans with an Interest Period of one month on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofPeriod or (in all other cases) be converted to ABR Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans made to ABR the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans made to Eurocurrency the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no ABR Base Rate Loan under a particular Facility may be converted into to a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and 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 conversionsconversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender the Lenders thereof. (b) Any Eurocurrency The Borrower may elect to continue any Eurodollar Loan may be continued made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and ii) during the Administrative Agent shall notify one month period immediately prior to the Borrower within a reasonable amount of time of any such determination)Revolving Credit Termination Date, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, such Loans shall be converted automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the 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 Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.20. The Borrower Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans; provided, provided that no Eurocurrency notwithstanding any contrary provision hereof, if (after giving effect to such Loan under a particular Facility may be continued as such when any and to the application of proceeds thereof) an Event of Default has occurred and is continuing and the Administrative Agent has or Agent, at the request of the Majority Facility Lenders in respect of such any Facility have determined or in its or their sole discretion not discretion, so notifies the Company, then, so long as an Event of Default is continuing, other than to permit such continuations the extent repaid, (i) each Eurocurrency Loan denominated in Dollars under the relevant Facility shall be converted to an ABR Loan at the end of the Interest Period applicable thereto and (ii) each Eurocurrency Loan denominated in an Optional Currency under the Administrative Agent applicable Facility shall notify be converted at the Borrower within end of the Interest Period applicable thereto to a reasonable amount Eurocurrency Loan with an Interest Period of time of any such determination), two weeks; and provided, further, that if the Borrower Company or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as a Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans Loan, on the last day of such then expiring Interest Period and shall have an Interest Period of the same duration as the expiring Interest Period. Upon receipt of any such continuation notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each 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 Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTermination Date and (iii) no Loan may be converted from one Class to another Class. (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)Termination Date, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso permitted, any such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day prior irrevocable notice of such election no not later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no not later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency The Borrower may elect to continue any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.01, of the length of the next Interest Period to be applicable to such LoansLoan, provided provided, that if the Borrower shall fail to give any such required notice as described above, or notify the Administrative Agent of an intent to convert any such Eurodollar Loan to an ABR Loan, at least three Business Days prior to the expiration of the then current Interest Period, at the end of such Interest Period, such Loan shall be continued automatically as a Eurodollar Loan with a three-month Interest Period (unless the then final scheduled termination or maturity date for the relevant Facility would be prior to the end of such three-month Interest Period or such continuation is not permitted pursuant to the following proviso, in which case such Loan shall, absent the consent of the Administrative Agent to the contrary (which may be given or withheld in its sole discretion) then be converted automatically to an ABR Loan); and provided, further, that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Periodcontinuations. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent and, in the case of the Revolving Loans, the Sub-Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit H, of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent and, in the case of the Revolving Loans, the Sub-Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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 or, in the case of the Revolving Loans, the Sub-Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent or, in the case of the Revolving Loans, the Sub-Agent in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Base Rate Loans by giving delivering to the Administrative Agent prior an irrevocable written notice in the form of such election Exhibit A-3 (a “Notice of Conversion or Continuation”) no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election Conversion or Continuation no later than 12:00 Noon10:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice delivering to the Administrative AgentAgent an irrevocable Notice of Conversion or Continuation, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans Base Rate Loans, by the Borrower giving the Administrative Agent at least two Business Days' prior irrevocable written notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion datepursuant to a Continuation Notice, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans (other than Swing Line Loans) to Eurocurrency LIBOR Loans by the Borrower giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed pursuant to a Continuation Notice. Any such notice of conversion date (which notice to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.8 shall not have been contravened, (ii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iii) the Borrower shall not have the right to elect to convert to a LIBOR Loan if a Default shall have occurred and be continuing. (b) Any Eurocurrency LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such LoansLIBOR Loan; provided, provided however, that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of (i) if, after giving effect thereto, Section 2.8 would be contravened, (ii) after the date that is one month prior to the Revolving Loan Commitment Expiration Date or (iii) if a Default has shall have occurred and is continuing be continuing; and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and further provided, furtherhowever, that that, if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration Section or if such continuation is not permitted pursuant to the preceding proviso proviso, such Loans LIBOR Loan shall be automatically converted to ABR Loans a Base Rate Loan on the last day of such then then-expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no not later than 11:00 A.M., New York City time, on the one Business Day preceding prior to the proposed conversion datedate of conversion, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert its ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor)) not later than 11:00 A.M., New York City time, three Business Days prior to the date of conversion, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso any such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and, if the Borrower shall fail to give such notice of continuation of a Multicurrency Loan, such Multicurrency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.22. The Borrower Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans; provided, provided that no Eurocurrency notwithstanding any contrary provision hereof, if (after giving effect to such Loan under a particular Facility may be continued as such when any and to the application of proceeds thereof) an Event of Default has occurred and is continuing and the Administrative Agent has or Agent, at the request of the Majority Facility Lenders in respect of such any Facility have determined or in its or their sole discretion not discretion, so notifies the Company, then, so long as an Event of Default is continuing, other than to permit such continuations the extent repaid, (i) each Eurocurrency Loan denominated in Dollars under the relevant Facility shall be converted to an ABR Loan at the end of the Interest Period applicable thereto and (ii) each Eurocurrency Loan denominated in an Optional Currency under the Administrative Agent applicable Facility shall notify be converted at the Borrower within end of the Interest Period applicable thereto to a reasonable amount Eurocurrency Loan with an Interest Period of time of any such determination), two weeks; and provided, further, that if the Borrower Company or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as a Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans Loan, on the last day of such then expiring Interest Period and shall have an Interest Period of the same duration as the expiring Interest Period. Upon receipt of any such continuation notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Eurodollar 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 11:00 A.M., New York City time, 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 Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and; provided, further, that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and and; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent substantially in the form of Exhibit K, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.110, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify ii) if an Event of Default specified in Section 9(j) or 9(k) with respect to the Borrower within a reasonable amount of time of any such determination)is in existence, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or By giving a Notice of Conversion, any Subsidiary Specified Borrower may elect from time to time (i) to convert such Specified Borrower’s Committed Rate Eurocurrency Loans in Dollars to Committed Rate ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time (ii) to convert such Specified Borrower’s Committed Rate ABR Loans to Committed Rate Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 conversionsDollars. Upon receipt of any such notice Notice of Conversion the Administrative Agent shall promptly notify each relevant Lender Bank thereof. . All or any part of Committed Rate Eurocurrency Loans outstanding in Dollars or Committed Rate ABR Loans may be converted as provided herein, provided that (bi) Any Eurocurrency no Committed Rate ABR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no converted into a Committed Rate Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect Required Banks have determined that such a conversion is not appropriate and (ii) no Committed Rate ABR Loan may be converted into a Committed Rate Eurocurrency Loan after the date that is one month prior to the relevant Termination Date. (b) By giving a Notice of Continuation, any Specified Borrower may continue all or any part of such Facility have determined Specified Borrower’s Committed Rate Eurocurrency Loans as Committed Rate Eurocurrency Loans in its the same Currency for one or their sole discretion not more different additional Interest Periods. (c) Any Specified Borrower may convert Committed Rate Loans outstanding in Dollars or one Available Foreign Currency to permit Committed Rate Loans in Dollars or a different Currency by repaying such continuations Loans in the first Currency and borrowing Loans of such different Currency in accordance with the applicable provisions of this Agreement. (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of d) If any such determination), and provided, further, that if the Borrower or such Subsidiary Specified Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any required notice as described above in this paragraph of such Specified Borrower’s Committed Rate Eurocurrency Loans with respect to which an Interest Period is expiring, such Specified Borrower shall be automatically continued as Eurocurrency Loans having deemed to have given a Notice of Continuation for an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofmonth.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower or any Subsidiary Borrower Representative may elect from time to time to convert Eurocurrency outstanding Loans of a given Tranche from Term SOFR Loans to ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.prior to 2:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day preceding the proposed conversion date, provided that any Administrative Agent in its reasonable discretion) prior to such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower Representative may elect from time to time to convert outstanding Term Loans of a given Tranche from ABR Loans to Eurocurrency Loans Term SOFR Loans, by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonprior to 2:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day preceding the proposed Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion date (which notice to Term SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Term SOFR Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Term SOFR Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Term Loan may be converted into a Term SOFR Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurocurrency Term SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Representative giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Term SOFR Loan prior to 2:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term SOFR Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)applicable Maturity Date, and provided, further, that if the Borrower or such Subsidiary Borrower Representative shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Term 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 of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Company may elect from time to time to convert Eurocurrency Term Benchmark Loans in Dollars to Daily Simple SOFR Loans or ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Term Benchmark Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.22. The Borrower Company may elect from time to time to convert (x) Daily Simple SOFR Loans to ABR Loans or any Subsidiary Borrower (y) ABR Loans to Daily Simple SOFR Loans, in each case, by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date. The Company may elect from time to time to convert ABR Loans or Daily Simple SOFR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender and the Company thereof. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Company giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans; provided, provided that no Eurocurrency notwithstanding any contrary provision hereof, if (after giving effect to such Loan under a particular Facility may be continued as such when any and to the application of proceeds thereof) an Event of Default has occurred and is continuing and the Administrative Agent has Agent, at the request of the Required Lenders or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not discretion, so notifies the Company, then, so long as an Event of Default is continuing, other than to permit such continuations (and the Administrative Agent extent repaid, each Term Benchmark Loan under the Facility shall notify be converted to an ABR Loan at the Borrower within a reasonable amount end of time of any such determination), the Interest Period applicable thereto; and provided, further, that if the Borrower or such Subsidiary Borrower Company shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans a Term Benchmark Loan, on the last day of such then expiring Interest Period and shall have an Interest Period of the same duration as the expiring Interest Period. Upon receipt of any such continuation notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender and the Company thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) no Revolving Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have given notice to the Borrower Representative that no such conversions may be made, and (ii) no Revolving Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Representative (on behalf of the applicable Borrower) giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Revolving Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not given notice to permit the Borrower Representative that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)Maturity Date, and provided, further, that if the Borrower or such Subsidiary Borrower Representative shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration subsection 4.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurocurrency 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(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary With regard to the Revolving Facility, the Borrower may elect from time to time to convert Eurocurrency Daily Simple SOFR Rate Loans to ABR Term SOFR Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, 10:00 A.M. on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Daily Simple SOFR Rate Conversion Date”) (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Daily Simple SOFR Rate Loan under a particular Facility may be converted into a Eurocurrency Term SOFR Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders have determined in respect its or their sole discretion not to permit such conversions. The Borrower may elect from time to time to convert Term SOFR Rate Loans to Daily Simple SOFR Rate Loans by giving the Administrative Agent prior irrevocable notice of such Facility election no later than 10:00 A.M. on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Term SOFR Rate Conversion Date”); provided that any such conversion of Term SOFR Rate Loans may only be made on the last day of an Interest Period with respect thereto, and provided further that no Term SOFR Rate Loan may be converted into a Daily Simple SOFR Rate Loan when any Event of Default has occurred and is continuing and the 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 Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency With regard to the Revolving Loan Facility, any Term SOFR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, 1.1 of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term SOFR Rate Loan under a particular Facility or Daily Simple SOFR Rate Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, any such Term SOFR Rate Loans or Daily Simple SOFR Rate Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest PeriodPeriod (with respect to any such Term SOFR Rate Loan) or on the date of determination as described in the preceding proviso (with respect to any such Daily Simple SOFR Rate Loan). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Each Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election no later than 11:00 Borrowing by 10:00 A.M., New York City time, on the at least one Business Day preceding prior to the proposed conversion date, provided that any such conversion requested date of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoconversion. The Borrower or any Subsidiary Each Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election no later than 12:00 NoonBorrowing by 10:00 A.M., New York City time, on at least three Business Days' prior to the third Business Day preceding the proposed requested conversion date (which notice date. Any such Notice of Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such Notice of Borrowing, the Administrative Agent shall promptly notify each 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 Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in its the case of conversions of Revolving Credit Loans) or their sole discretion not to permit such conversions. Upon receipt the date of any such notice the Administrative Agent shall promptly notify each relevant Lender thereoffinal installment of principal of the Domestic Term Loans or UK Term Loans (as the case may be). (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower or relevant Subsidiary Borrower giving irrevocable notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in its the case of continuations of Revolving Credit Loans) or their sole discretion not to permit such continuations the date of the final installment of principal of the Domestic Term Loans or the UK Term Loans (and as the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), case may be) and provided, further, that if the Borrower or such Subsidiary a Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans or RFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify in the case of Term Benchmark Loans the length of the initial Interest Period therefor), therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and 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. (b) [reserved]. (c) Any Eurocurrency Term Benchmark Loan may shall be continued as such upon the expiration of the then current Interest Period with respect thereto by unless the applicable Borrower or relevant Subsidiary Borrower giving irrevocable gives notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the a different length of the next Interest Period to be applicable to such Loans, Loans or elects to convert such Loan to an ABR Loan or an RFR Loan; provided that no Eurocurrency Term Benchmark Loan denominated under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), continuations; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Term Benchmark Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.27. The Borrower Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and 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 Lender, the Company and any relevant Subsidiary Borrower thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period Period(s) to be applicable to such Loans, ; provided that no Eurocurrency Loan denominated in Dollars under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower Company within a reasonable amount of time of any such determination), ; and provided, further, that if the Borrower Company or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans Loan shall be automatically continued as a Eurocurrency Loans having Loan or an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans Loan, as applicable, on the last day of such then expiring Interest Period and, in the case of any Eurocurrency Loan, shall have an Interest Period of the same duration as such expiring Interest Period. Upon receipt of any such notice (or any such automatic continuation), the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion dateimmediately prior to such election), provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time final scheduled termination or maturity date of any such determination)Facility, and provided, further, provided further that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least one Business Day’s (no later than 1:00 P.M., New York City time on such day) (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election election. The Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (no later than 11:00 A.M.1:00 P.M., New York City time, time on such day) (or such shorter period as may be agreed by the Business Day preceding the proposed conversion dateAdministrative Agent in its reasonable discretion) prior irrevocable notice of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans Any such notice of conversion to Eurocurrency Loans by giving shall be in substantially the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice form attached hereto as Exhibit S and shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the applicable Maturity Date. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice notice, in substantially the form attached hereto as Exhibit S, to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)applicable Maturity Date, and provided, provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency 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 3.2(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Company may elect from time to time to convert its Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower Company may elect from time to time to convert its ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), . Upon receipt of any such notice the Agent shall promptly notify each affected Lender thereof. ABR Loans may be converted as provided herein; provided that (i) no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurocurrency Loan after the date that is one month prior to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTermination Date. (b) Any Eurocurrency Loan Loans or Sterling LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Eurocurrency Loans or Sterling LIBOR Loans, as the case may be; provided that no Eurocurrency Loan under a particular Facility or Sterling LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and Termination Date and; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall (x) in the case of Eurocurrency Loans of the Company, be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt Period or (y) in the case of any other Eurocurrency Loans or Sterling LIBOR Loans, be paid in full on the last day of such then expiring Interest Period, except that if the reason for any Loan under this clause (y) otherwise being required to be paid in full is solely the failure of the applicable Borrower to give notice of continuation of such Loan, such Loan shall be continued as a Eurocurrency Loan or Sterling LIBOR Loan, as the Administrative case may be, with an Interest Period of one month or, if the Agent shall promptly notify each relevant so require in its sole discretion and if available, such shorter period selected by the Agent in its sole discretion. Notwithstanding the foregoing, until such time as the UK Lender thereofis a Qualified UK Lender no Interest Period for a continued Sterling LIBOR Loan shall be for a period of greater than one month.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency EurocurrencyTerm Benchmark Loans that are denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:30 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurocurrencyTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurocurrencyTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon3:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurocurrencyTerm Benchmark Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Loan and Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan or Term Benchmark 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 or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify the ii) if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to any Borrower within a reasonable amount of time of any such determination)is in existence, and provided, further, that (i) with respect to EurocurrencyTerm Benchmark Loans denominated in Dollars, if the Borrower or such Subsidiary applicable Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) with respect to Eurocurrency Loans denominated in a currency other than Dollars, (x) if the applicable Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall be continued as Eurocurrency Loans with a three-month Interest Period and (y) if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be subject to a rate of interest determined pursuant to negotiations (for a period of not more than thirty days) between the Administrative Agent and the Parent Borrower with a view to agreeing a substitute basis for determining the rate of interest and, pending such negotiations, the rate of interest on each Revolving Lender’s share of the relevant Foreign Currency Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of (A) the Applicable Margin and (B) the rate notified to the Administrative Agent by that Revolving Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Revolving Lender of funding its participation in that Foreign Currency Loan from whatever source it may reasonably select (which if negative shall be deemed to be zero), and the relevant Revolving Lender shall provide a certificate to the Administrative Agent setting out in reasonable detail how it has calculated such cost, provided that nothing in this clause (y) shall require such Revolving Lender to disclose information that it is prevented from disclosing pursuant to any applicable laws, regulations or confidentiality obligations, and any alternative basis agreed pursuant to the foregoing shall be binding on all Loan Parties; and provided further that any such Eurocurrency Loan is continued in the same currency. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (avii) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and 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. (ba) Any Eurocurrency EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency EurodollarTerm Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in the Base Currency to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in the Base Currency by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, any such Eurocurrency Loans denominated in the Base Currency shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period, and any such Eurocurrency Loans denominated in the Optional Currency shall as of the last day of such then expiring Interest Period bear interest at such rate as the Administrative Agent determines adequately reflects the costs (including a comparable margin to that set forth herein) to the Lenders of maintaining such Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary By giving a Notice of Conversion, each Borrower may elect from time to time (i) to convert Eurocurrency such Borrower’s LIBOR Loans in US Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of or (ii) to convert such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, Borrower’s ABR Loans to LIBOR Loans in US Dollars; provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 Notice of Conversion the Administrative Agent shall promptly notify each relevant Lender thereof. . All or any part of LIBOR Loans outstanding in US Dollars or ABR Loans may be converted as provided in herein; provided that (bA) Any Eurocurrency no ABR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency converted into a LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders have determined that such a conversion is not appropriate and (B) no ABR Loan may be converted into a LIBOR Loan after the date that is one month prior to the Maturity Date. (b) By giving a Notice of Continuation, each Borrower may continue any of its LIBOR Loans, EURIBOR Loans or CDOR Loans as LIBOR Loans, EURIBOR Loans or CDOR Loans, as the case may be, in respect the same Currency for additional Interest Periods. (c) Each Borrower may convert Loans outstanding in one Currency to Loans of a different Currency by repaying such Loans in the first Currency and borrowing Loans of such Facility have determined different Currency in its or their sole discretion not to permit such continuations accordance with the applicable provisions of this Agreement. (and the Administrative Agent shall notify the Borrower within d) If a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any required notice as described above in this paragraph of such Borrower’s LIBOR Loans, EURIBOR Loans or CDOR Loans with respect to which an Interest Period is expiring, such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans become due and payable on the last day of such then expiring Interest Period. Upon receipt of ; provided that any such notice the Administrative Agent LIBOR Loans denominated in US Dollars shall promptly notify each relevant Lender thereofbe continued as ABR Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary and the Permitted Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion dateimmediately prior to such election), provided that unless the Borrower or Permitted Borrower, as applicable, elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower or Permitted Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary and the Permitted Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Permitted Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time final scheduled termination or maturity date of any such determination)Facility, and provided, further, provided further that if the Borrower or such Subsidiary Permitted Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Agent may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 11:00 A.M.12:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Eurodollar Loan is so converted on any day other than the last day of an the Interest Period with respect applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17. The Borrower or any Subsidiary Borrower Agent may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit A-2 hereto of such election no later than 12:00 NoonP.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Borrowers giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 12:00 P.M., New York City time, 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 Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.17 and; provided, further, that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and continuations, in which case, such Loans shall be automatically converted to ABR Loans on the Administrative Agent shall notify the Borrower within a reasonable amount last day of time of any such determination), and then expiring Interest Period and; provided, further, that if the Borrower or such Subsidiary Borrower Agent shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Eurodollar Loans having with an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election election, which may be given by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice) no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election which may be given by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice) no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), continuations; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent in the form of Exhibit G, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, continuations; provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative AgentAgent substantially in the form of Exhibit K, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1‎Section 10, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify ii) if an Event of Default specified in Section ‎9(j) or ‎9(k) with respect to the Borrower within a reasonable amount of time of any such determination)is in existence, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower applicable Borrowers may elect from time to time to convert Eurocurrency outstanding Revolving Credit Loans from Daily Simple SOFR Rate Loans or Term SOFR Rate Loans to ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.prior to 2:00 P.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day preceding the proposed conversion date, provided that any Administrative Agent in its reasonable discretion) prior to such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower Representative may elect from time to time to convert outstanding Revolving Credit Loans from ABR Loans to Eurocurrency Daily Simple SOFR Rate Loans or Term SOFR Rate Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonprior to 2:00 P.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day preceding the proposed Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion date (which notice to Term SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Daily Simple SOFR Rate Loans, Term SOFR Rate Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan after the date that is one month prior to the applicable Termination Date. (b) Any Eurocurrency Term SOFR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Representative giving irrevocable three Business Days’ notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term SOFR Rate Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)applicable Termination Date, and provided, further, that if the Borrower or such Subsidiary Borrower Representative shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Term SOFR Rate 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(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term Benchmark 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 or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify the ii) if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to any Borrower within a reasonable amount of time of any such determination)is in existence, and provided, further, that that, if the Borrower or such Subsidiary applicable Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso any such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency SOFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 11:00 A.M., New York City Eastern time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency SOFR Loans may only be made on the last day of an Interest Period with respect theretothereto (it being understood and agreed that the Borrower may convert any such SOFR Loans on another date as long as the Borrower makes any payments required under Section 2.18). The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans (other than Swing Loans) to Eurocurrency SOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 12:00 Noon11:00 A.M., New York City Eastern time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency SOFR Loan when any Event of Default has occurred and is continuing and 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 conversionscontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Subject to Sections 2.14 and 2.16, any SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency SOFR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing continuing; and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, provided further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans or RFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans or RFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility or RFR Loan may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Term Benchmark Loan or RFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term Benchmark Loan under a particular Facility or RFR Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.then

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular the Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (ba) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term Benchmark Loan under a particular the Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR 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 Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan under a particular Facility or Term Loan may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not to permit such conversions. Upon receipt of appropriate, and (ii) no Swing Line Loan may be converted into a loan that bears interest at any such notice rate other than the Administrative Agent shall promptly notify each relevant Lender thereofABR. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), appropriate; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.CREDIT AGREEMENT

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Rate Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election in the form attached hereto as Exhibit G (or any other form approved by the Borrower and the Administrative Agent) no later than 11:00 A.M.12:00 Noon, New York City timetime (or such later time as the Administrative Agent may agree), on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency LIBOR Rate Loans may only be made on the last day of an Interest Period with respect theretothereto unless the Borrower shall have paid any amounts owing pursuant to Section 3.11. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City timetime (or such later time as the Administrative Agent may agree), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency LIBOR Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required 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. (b) Any Eurocurrency LIBOR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” Period set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency LIBOR Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), continuations; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and 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 the Borrower and each relevant Lender thereof.. CREDIT AGREEMENT (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, provided further that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such proviso, any 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 the Administrative Agent shall promptly notify the Borrower and each relevant Lender thereof. The Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this Section 2.13; provided that such notice shall be promptly confirmed in writing by delivery to the Administrative Agent on or before the proposed conversion/continuation date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may ----------------------------------- elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day's prior irrevocable telephonic notice (promptly confirmed in writing in a Conversion/Continuation Notice) of such election no later than 11:00 A.M.(which notice must be received by the Administrative Agent prior to Noon, New York City time, Chicago time or else be deemed to be delivered on the next Business Day preceding the proposed conversion dateDay), provided that any such conversion of Eurocurrency Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans (other than Swingline Loans which may not be converted pursuant to Eurocurrency this Section 4.5) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify specifying the length of the initial Interest Period therefortherefor (which notice must be received by the Administrative Agent prior to Noon, Chicago time or else be deemed to be delivered on the next Business Day), provided that no ABR Base Rate Loan under a particular Facility may -------- be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable prior telephonic notice (promptly confirmed in writing in a Conversion/Continuation Notice to the first day of the next Interest Period (which notice must be received by the Administrative Agent prior to Noon, Chicago time or else be deemed to be delivered on the next Business Day)) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations continuation, or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount final scheduled termination or maturity date of time of any such determination)Facility, and provided, further, that that, if the Borrower or such Subsidiary Borrower shall fail to give any -------- ------- required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion date56 51 immediately prior to such election), provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time final scheduled termination or maturity date of any such determination)Facility, and provided, further, provided further that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert Eurocurrency outstanding Revolving Loans from EurocurrencyTerm SOFR Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency EurocurrencyTerm SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from ABR Loans to Eurocurrency EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to EurocurrencyTerm SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding EurocurrencyTerm SOFR Loans and ABR Loans may be converted as provided herein, provided that (i) no Revolving Loan may be converted into a EurocurrencyTerm SOFR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have given notice to the Borrower Representative that no such conversions may be made, and (ii) no Revolving Loan may be converted into a EurocurrencyTerm SOFR Loan after the date that is one month prior to the Maturity Date. (b) Any Eurocurrency EurocurrencyTerm SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Representative (on behalf of the applicable Borrower) giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Revolving Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency EurocurrencyTerm SOFR Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not given notice to permit the Borrower Representative that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)Maturity Date, and provided, further, that if the Borrower or such Subsidiary Borrower Representative shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration subsection 4.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such EurocurrencyTerm 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 of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion dateimmediately prior to such election), provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time final scheduled termination or maturity date of any such determination)Facility, and provided, further, provided further that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 57 52 receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency outstanding SOFR Rate Loans (in whole or in part) to ABR Prime Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election, provided, that, any such conversion of SOFR Rate 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 outstanding Prime Loans (in whole or in part) to SOFR Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the at least three (3) Business Day preceding Days’ prior to the proposed conversion date, provided that any . Any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice to SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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. All or any part of outstanding SOFR Rate Loans and Prime Loans may be converted as provided herein, provided, that, (i) no Prime Loan may be converted into a SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been violated, and (iii) no Prime Loan may be converted into a SOFR Rate Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurocurrency Loan SOFR Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary 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 Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loansprovided, provided that that, no Eurocurrency SOFR Rate Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.3 would be contravened or (iii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), Revolving Credit Termination Date; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, such SOFR Rate Loans shall automatically be automatically converted to ABR Prime 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 relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company (on its own behalf or on behalf of any Subsidiary Borrower other Borrower) may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company (on its own behalf or on behalf of any Subsidiary Borrower other Borrower) may elect from time to time to convert ABR Loans to Eurocurrency Loans or to convert Eurocurrency Loans into Eurocurrency Loans having a different Interest Period by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan and no Eurocurrency Loan may be converted into a Eurocurrency Loan having a different Interest Period when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion and notified the Company not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company (on its own behalf or relevant Subsidiary Borrower on behalf of any other Borrower) giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, (i) provided that no Eurocurrency Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion and notified the Company not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)and, and provided, further, that if the Borrower Company (on its own behalf or such Subsidiary Borrower on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (ii) provided that no Eurocurrency Loan denominated in Euro may be continued with an Interest Period in excess of one month when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion and notified the Company as to permit such continuation, and provided further that if the Company (on its own behalf or on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the immediately preceding proviso such Euro-denominated Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month . Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 4:00 P.M11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon4:00 P.M1100 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have has 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. (b) Any Eurocurrency EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency EurodollarTerm Benchmark 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify ii) if an Event of Default specified in clause (i) or (ii) of Section 8(f) with respect to the Borrower within a reasonable amount of time of any such determination)is in existence, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Each Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election no later than Borrowing by 11:00 A.M., New York City time, on the at least one Business Day preceding prior to the proposed conversion date, provided requested date of conversion; PROVIDED that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Each Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election no later than 12:00 NoonBorrowing by 11:00 A.M., New York City time, on at least three Business Days' prior to the third Business Day preceding the proposed requested conversion date (which notice date. Any such Notice of Borrowing with respect to a conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such Notice of Borrowing, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency 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 Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined that such a conversion is not appropriate, (ii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Termination Date and (iii) no European Revolving Loan which is denominated in its an Optional Currency or their sole discretion Local European Loan may be converted into an ABR Loan. Notwithstanding anything to the contrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and shall not be converted to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofEurocurrency Loans hereunder. (b) Any Eurocurrency Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower or relevant Subsidiary Borrower giving irrevocable notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of setting forth (among other things) the length of the next Interest Period to be applicable to such Loans, provided PROVIDED that (i) no Eurocurrency Loan under a particular Facility may be continued as such a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not appropriate and (ii) no Revolving Credit Loan may be continued as a Eurocurrency Loan after the date that is one month prior to permit such continuations (the Termination Date and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)PROVIDED, and provided, furtherFURTHER, that if the Borrower or such Subsidiary a Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso permitted, such Loans shall (x) in the case of any Loan to the Company or any Syndicated European Loan denominated in Dollars, be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (y) in each other case, bear interest at a rate equal to the rate determined by the Administrative Agent (in its reasonable discretion and notified to the relevant Borrower) as reflecting a reasonable cost of funds for the maintenance by the relevant Lenders of such Loan on an overnight basis PLUS (in the case of this clause (y)) the Applicable Margin then in effect with respect to Eurocurrency Loans. Upon receipt of any such notice Notice of Borrowing, the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency 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 no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that that, unless the Borrower elects to 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 end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no 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) any such conversion may only be made if, after giving effect thereto, subsection 2.14 shall not have been contravened. (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)ii) if, after 40 13 giving effect thereto, subsection 2.14 would be contravened and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 Applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT 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 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 Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate, (ii) if, after giving effect thereto, Section 4.3 would be contravened or their sole discretion not (iii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)Revolving Credit Termination Date or applicable Term Loan Maturity Date, as applicable, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such 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 such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Each Borrower or any Subsidiary Borrower (other than the UK Borrower) may elect from time to time to convert a Eurocurrency Loans 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 no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, election; provided that any such conversion of a Eurocurrency Loans Borrowing may only be made only on the last day of an Interest Period with respect thereto. The Each Borrower or any Subsidiary 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 Eurocurrency Loans Borrowings by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan Base Rate Borrowing or Canadian Prime Rate Borrowing under a particular Credit Facility may be converted into a Eurocurrency Loan Borrowing (i) when any Event of Default has occurred and is continuing and or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Credit Facility. Upon receipt of any such notice, the Administrative Agent or shall promptly notify each relevant Lender thereof. (b) Each Borrower may elect to continue any Eurocurrency Borrowing as such upon the Majority Facility Lenders expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in respect accordance with the applicable provisions of the definition of “Interest Period”, of the length of the next Interest Period to be applicable to such Loans; provided that if the applicable Borrower shall fail to give any required notice as described above in this Section 2.13(b), then such Borrowing shall be converted automatically on the last day of such Facility have determined then-expiring Interest Period (i) in its or their sole discretion not the case of a Borrowing by the US Borrower denominated in Dollars, to permit such conversionsa 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, (bA) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan 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 (B) 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. (c) 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 or Loans comprising each such portion shall be considered a separate Borrowing hereunder. (d) Notwithstanding any other provision of this Section 2.13, (i) no Borrower shall be permitted to (A) change the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time currency of any Borrowing or (B) convert any Borrowing to a Type not available to such determination)Borrower in such currency as provided in Section 2.05(a)(ii) and (ii) this Section 2.13 shall not apply to Swing Line Borrowings, and provided, further, that if the Borrower which may not be converted or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofcontinued.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice 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 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 Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility Required Lender 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 Commitment Termination Date (in its the case of conversions of Revolving Credit Loans) or their sole discretion not to permit such conversions. Upon receipt the date of any such notice the Administrative Agent shall promptly notify each relevant Lender thereoffinal installment of principal of the Term Loans (in the case of conversions of Term Loans). (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Commitment Termination Date (in its the case of continuations of Revolving Credit Loans) or their sole discretion not to permit such the date of the final installment of principal of the Term Loans (in the case of continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), Term Loans) and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert Eurocurrency Convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election no later than 11:00 A.M.in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), New York City timesuch Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that, on the Business Day preceding the proposed conversion date, provided that any such conversion Conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers’ Agent may elect from time to time to convert ABR Convert Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than (in the form of a Continuation/Conversion Notice) prior to 12:00 Noon, p.m. (New York City time) at its New York office, on three (3) Business Days before the third Business Day preceding the proposed conversion date (which of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility . Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans or Base Rate Loans may be converted Converted as provided herein; provided that, (i) no Base Rate Loan may be Converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Revolving Lenders in respect of have reasonably determined that such Facility have determined in its or their sole discretion a Conversion is not appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Termination Date. (b) Any Eurocurrency Loan Eurodollar Loans may be continued Continued as such upon the expiration of the then then-current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Borrowers’ Agent giving the Administrative Agent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 12:00 p.m. (New York City time), at its New York office, in each case, three (3) Business Days before the Administrative Agentdate such Eurodollar Loans are to be Continued, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and . If the Administrative Borrowers’ Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall fail fails to give any required timely notice as described above in this paragraph such requesting a Continuation, then the applicable Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant converted to the preceding proviso such Base Rate Loans. Any automatic Conversion to Base Rate Loans shall be automatically converted to ABR Loans on effective as of the last day of such the Interest Period then expiring Interest Period. Upon receipt of any such notice in effect with respect to the Administrative Agent shall promptly notify each relevant Lender thereofapplicable Eurodollar Loans.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Subject to Section 2.19, the Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency The Borrower may elect to continue any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest 2 The highlighted amendment to this Section 2.10(b) shall become effective upon the receipt by the Administrative Agent of written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility; provided that the agreement of any Revolving Credit Lender to any amendment or modification of this Agreement after the Fifth Amendment Effective Date shall constitute the consent of such Revolving Credit Lender with respect thereto. Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such continuations or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount final scheduled termination or maturity date of time of any such determination)Facility, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, such Loans shall be converted automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Subject to its obligations pursuant to Subsection 4.12, the applicable Borrowers may elect from time to time to convert Eurocurrency outstanding Revolving Credit Loans from Term SOFR Rate Loans to ABR Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than prior to 11:00 A.M., New York City time, on time two Business Days (or such shorter period as may be agreed by the Business Day preceding the proposed conversion date, provided that any Administrative Agent in its reasonable discretion) prior to such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower Representative may elect from time to time to convert outstanding Revolving Credit Loans from ABR Loans to Eurocurrency Term SOFR Rate Loans by the Borrower Representative giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonprior to 11:00 A.M., New York City time, on time at least three Business Days (or such shorter period as may be agreed by the third Business Day preceding the proposed Administrative Agent in its reasonable discretion) prior to such election. Any such notice of conversion date (which notice to Term SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 affected Lender thereof. All or any part of outstanding Term SOFR Rate Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Term SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Term SOFR Rate Loan after the date that is one month prior to the applicable Termination Date. (b) Any Eurocurrency Term SOFR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower Representative giving irrevocable notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term SOFR Rate Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has or given notice to the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount of time of any such determination)applicable Termination Date, and provided, further, that if the Borrower or such Subsidiary Borrower Representative shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Term SOFR Rate 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(b), the Administrative Agent shall promptly notify each relevant affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A. M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that no Eurocurrency Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans, Daily SOFR Loans or RFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Term 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 Term Benchmark Loans, ABR Loans or RFR Loans to Daily SOFR Loans by giving the Administrative Agent irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided, that any Subsidiary such conversion of Term 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 or Daily SOFR Loans to Eurocurrency (i) RFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the fifth (5th) Business Day preceding the proposed conversion date or (ii) Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor in the case of Term Benchmark Loans); provided, that no ABR Loan or Daily SOFR Loan under a particular Facility may be converted into a Term Benchmark Loan or RFR Loan when any Event of Default has occurred and is continuing and 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. The Borrower may elect from time to time to convert Term Benchmark Loans to RFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the fifth (5th) Business Day preceding the proposed conversion date; provided, that no Term Benchmark Loan under a particular Facility may be converted into an RFR Loan when any Event of Default has occurred and is continuing and 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. The Borrower may elect from time to time to convert RFR Loans to Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR RFR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and 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. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such LoansLoans (or, provided if none is specified, one month); provided, that no Eurocurrency Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and continuations; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration (b) or if such continuation is not permitted pursuant to the preceding proviso then such Loans shall be automatically continued as Term Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period (unless such continuation is not permitted pursuant to the preceding proviso, in which case such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period). Upon receipt of any such notice (or any such automatic conversion or continuation) the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion dateimmediately prior to such election), provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time final scheduled termination or maturity date of any such determination)Facility, and provided, further, provided further that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration 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 the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurocurrencyTerm SOFR Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made EurocurrencyTerm SOFR 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to Eurocurrency the Borrower to EurocurrencyTerm SOFR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that (i) no ABR Loan under a particular Facility may be converted into a Eurocurrency EurocurrencyTerm SOFR Loan when any Event of Default has occurred and is continuing and 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 conversionsconversions and (ii) if the Borrower wishes to request a conversion to Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such conversion, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. and, in the case of a conversion requested pursuant to clause (ii) of the proviso to the second sentence of this Section 2.13(a), determine whether the requested Interest Period is acceptable to them. Not later than 11:00 a.m., three Business Days before the requested date of a conversion requested pursuant to clause (ii) of the proviso to the second sentence of this Section 2.13(a), the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all of the relevant Lenders and the Administrative Agent. (b) Any Eurocurrency EurocurrencyTerm SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable written notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.1 and no later than 12:00 Noon, New York City time, 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 (i) if any EurocurrencyTerm SOFR Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, further, that no Eurocurrency Eurocurrency, (ii) if the Borrower wishes to request a continuation of Term SOFR Loans as Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such conversion, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, (iii) no Term SOFR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations;, and provided, further, that (i(iv) (A) if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such EurocurrencyTerm SOFR Loans shall be automatically continued as Eurocurrency EurocurrencyTerm SOFR Loans having an Interest Period of one month in month’s duration or on the last day of such then-expiring Interest Period and (iiB) if such continuation is not permitted pursuant to the preceding proviso proviso, such EurocurrencyTerm 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 the Administrative Agent shall promptly notify each relevant Lender thereof. and, in the case of a continuation requested pursuant to clause (ii) of the proviso to the first sentence of this Section 2.13(b), if applicable, determine whether the requested Interest Period is acceptable to them. Not later than 11:00 a.m., New York City time, three Business Days before the requested date of a continuation requested pursuant to clause (ii) of the proviso to the first sentence of this Section 2.13(b), the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all of the relevant Lenders and the Administrative Agent.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency LIBOR Rate Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency LIBOR Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR Rate Loans shall specify the length of the initial Interest Period Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Rate Loans and Base Rate Loans may be converted as provided herein, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency LIBOR Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofappropriate. (b) Any Eurocurrency LIBOR Rate Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary any Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.12.2, of which shall specify the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency LIBOR Rate 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 or the Majority Facility Required Lenders in respect of such Facility have determined in its that such a continuation is not appropriate or their sole discretion not (ii) after the date that is one month prior to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)Revolving Credit Termination Date, and provided, further, that if the Borrower or such Subsidiary any Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso permitted, such Loans shall be automatically converted to ABR Loans (i) if such LIBOR Rate Loan is denominated in Dollars, a Base Rate Loan on the last day of the Interest Period for such then expiring LIBOR Rate Loan, or (ii) if such LIBOR Rate Loan is denominated in an Alternative Currency, a subsequent Interest PeriodPeriod of one month for such LIBOR Rate Loan. Upon receipt All such continuations and conversions of any such notice Loans shall be effected pro rata based on the Administrative Agent shall promptly notify each relevant Lender thereofapplicable Commitment Percentage of the Lenders.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR 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 Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan under a particular Facility or Term Loan may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not to permit such conversions. Upon receipt of appropriate, and (ii) no Swing Line Loan may be converted into a loan that bears interest at any such notice rate other than the Administrative Agent shall promptly notify each relevant Lender thereofABR. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1CREDIT AGREEMENT subsection 1. 1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), appropriate; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Loans, ; provided that no Eurocurrency Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and continuations; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or the immediately preceding paragraph or if such continuation is not permitted pursuant to the preceding proviso such 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 the Administrative Agent shall promptly notify each relevant 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 or and any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or and any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Loans, provided that no Eurocurrency Eurodollar Loan under a particular Facility denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such relevant Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and, if the Borrower or relevant Subsidiary Borrower shall fail to give such notice of continuation of a Multicurrency Loan, such Multicurrency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency LIBOR Loans to ABR Loans Loans, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency LIBOR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to LIBOR 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 Lender thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Revolving Credit Loan under a particular Facility may be converted into a Eurocurrency LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not to permit such conversions. Upon receipt of appropriate, and (ii) no Swing Line Loan may be converted into a loan that bears interest at any such notice rate other than the Administrative Agent shall promptly notify each relevant Lender thereofABR. (b) Any Eurocurrency Loan LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, provided that no Eurocurrency LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a continuation is not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), appropriate; and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required such notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans or RFR Loans, as applicable, to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election by submitting an Interest Election Request no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans or RFR Loans may only be made on the last day of an Interest Period with respect respectapplicable thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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.Election Request 58 0000-0000-0000 v.2 (b) Any Eurocurrency EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice by submitting an Interest Election Request to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency EurodollarTerm Benchmark 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 or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (and the Administrative Agent shall notify the Borrower within ii) if a reasonable amount Specified Event of time of any such determination)Default is in existence, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice Interest Election Request as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice 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 under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of under such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt conversions and (ii) no Loan under a particular Facility may be converted into a Eurodollar Loan after the date that is one month prior to the final scheduled termination or maturity date of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofFacility. (b) Any Eurocurrency Loan Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 or the Majority Facility Lenders in respect of under such Facility have determined in its or their sole discretion not to permit such continuations or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount final scheduled termination or maturity date of time of any such determination), Facility and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans or (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) RFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 noon, New York City time, on the Business Day preceding the proposed conversion date, ; provided that (i) any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect theretothereto and (ii) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency (i) Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon2:00 p.m., New York City time, on the third U.S. Government Securities Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor)) and (ii) RFR Loans (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) by giving the Administrative Agent prior irrevocable notice of such election no later than 2:00 p.m., New York City time, on the fifth U.S. Government Securities Business Day preceding the proposed conversion date; provided that (i) no ABR Loan under a particular Facility or RFR Loan may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions and (ii) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurocurrency Term Benchmark Loan or (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) RFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, ; provided that (i) no Eurocurrency Term Benchmark Loan under a particular Facility and RFR Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations and (and ii) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination), and Agent; provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency Loans of such Borrower under any Facility denominated in Dollars to ABR Base Rate Loans under such Facility by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Base Rate Loans under any Facility to Eurocurrency Loans in Dollars under such Facility by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Term Lenders in respect of such Facility or the Majority Facilities Lenders, as applicable, have determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Borrower may elect to continue any Eurocurrency Loan may be continued under any Facility as Eurocurrency Loans in the same currency under such Facility upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency 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 has, or the Majority Facility Term Lenders in respect of such Facility or the Majority Revolving Facilities Lenders, as applicable, have determined in its or their sole discretion not to permit such continuations or (and ii) after the Administrative Agent shall notify date that is one month prior to the Borrower within a reasonable amount final scheduled termination or maturity date of time of any such determination)Facility, and provided, further, that if the Borrower or such Subsidiary relevant Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, such Loans (A) in the case of Loans in Dollars, shall be converted automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest PeriodPeriod and (B) in the case of Loans in euro, shall be continued for Interest Periods of one month or such shorter duration as the Administrative Agent shall select. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or By giving a Notice of Conversion, any Subsidiary Specified Borrower may elect from time to time (i) to convert such Specified Borrower’s Committed Rate Eurocurrency Loans in Dollars to Committed Rate ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time (ii) to convert such Specified Borrower’s Committed Rate ABR Loans to Committed Rate Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and 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 conversionsDollars. Upon receipt of any such notice Notice of Conversion the Applicable Administrative Agent shall promptly notify each relevant Lender Bank thereof. . All or any part of Committed Rate Eurocurrency Loans outstanding in Dollars or Committed Rate ABR Loans may be converted as provided herein, provided that (bi) Any Eurocurrency no Committed Rate ABR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no converted into a Committed Rate Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect Required Banks have determined that such a conversion is not appropriate and (ii) no Committed Rate ABR Loan may be converted into a Committed Rate Eurocurrency Loan after the date that is one month prior to the relevant Termination Date. (b) By giving a Notice of Continuation, any Specified Borrower may continue all or any part of such Facility have determined Specified Borrower’s Committed Rate Eurocurrency Loans as Committed Rate Eurocurrency Loans in its the same Currency for one or their sole discretion not more different additional Interest Periods. (c) Any Specified Borrower may convert Committed Rate Loans outstanding in Dollars or one Available Foreign Currency to permit Committed Rate Loans in Dollars or a different Currency by repaying such continuations Loans in the first Currency and borrowing Loans of such different Currency in accordance with the applicable provisions of this Agreement. (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of d) If any such determination), and provided, further, that if the Borrower or such Subsidiary Specified Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any required notice as described above in this paragraph of such Specified Borrower’s Committed Rate Eurocurrency Loans with respect to which an Interest Period is expiring, such Specified Borrower shall be automatically continued as deemed to have given a Notice of Continuation for a Eurocurrency Loans having Loan for an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofmonth.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans denominated in the Base Currency to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans denominated in the Base Currency by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required 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. (b) Any Eurocurrency Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination)continuations, and provided, further, that if the Borrower or such Subsidiary Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month in duration or if such continuation is not permitted pursuant to the preceding proviso proviso, any such Term Benchmark Loans denominated in the Base Currency shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period, and any such Term Benchmark Loans denominated in the Optional Currency shall as of the last day of such then expiring Interest Period bear interest at such rate as the Administrative Agent determines adequately reflects the costs (including a comparable margin to that set forth herein) to the Lenders of maintaining such Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.