Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month or 30 days, respectively, prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month or 30 days prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LIBOR Loans or CD Rate Loans to ABR Loans, by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar LIBOR Loans or CD 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 ABR Loans or CD Rate Loans to Eurodollar LIBOR Loans, and/or to convert LIBOR Loans or ABR Loans to CD Rate Loans, by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, provided that any such conversion of LIBOR Loans or CD Rate Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar LIBOR Loans or CD Rate 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 LIBOR Loans, ABR Loans and ABR CD Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar LIBOR Loan or a CD Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar LIBOR Loan or a CD Rate Loan after the date that is one month or 30 days, respectively, prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar LIBOR Loans or CD Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar LIBOR Loan or CD Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month or 30 days prior to to, respectively, the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate 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. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and ABR C/D Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has occurred and is continuing and the Documentation Agent and the Administrative Agent has have or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan if the last day of any Interest Period in respect thereof would be after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans or C/D Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has Agents have or the Required Lenders have determined that such a continuation is not appropriate or (ii) if the last day of any Interest Period in respect thereof would be after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date; and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The U.S. Borrower may elect from time to time to convert outstanding ABR Loans (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 7.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date and (in the case of conversions of Revolving Credit Loansiv) or the date of the final installment of principal of the Term Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 7.3 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Termination Date, and PROVIDEDprovided, FURTHERfurther, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans to ABR Loans, by giving the Administrative Agent at least one three Business Days' prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Company pays to the Administrative Agent for the account of the Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable pursuant to Section 2.17). The Borrower Company may elect from time to time to convert ABR Loans to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Revolving Credit 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 Revolving Credit Loans and or ABR Loans may be converted as provided herein, PROVIDED ; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit 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 appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.10 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansTermination Date. (b) Any Eurodollar Revolving Credit Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED ; provided that no Eurodollar Revolving Credit Loan 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 Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.10 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice referred to above, the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment payment of principal such class of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment payment of principal of the Term such class of Loans and PROVIDED, FURTHER, FURTHER that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Alternate Base Rate Loans by giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election election; PROVIDED that any such conversion of Eurodollar Loans may only be made on as of the last day of an a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. Any such , which notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender Bank thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and or the Administrative Agent has or the Required Lenders Banks have determined pursuant to subsection 2.12 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansappropriate. (b) Any The Borrower may elect to continue all or any portion of any Eurodollar Loans may be continued as such Loan upon the expiration of the then current designated Eurodollar Interest Period with in respect thereto of such Eurodollar Loan by giving the Borrower giving Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, election; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and or the Administrative Agent has or the Required Lenders Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate or (ii) after the date that is one month prior to the Termination Date (appropriate. The Borrower shall specify in the case of continuations of Revolving Credit Loans) or aforesaid notice the date of amount to be continued as a Eurodollar Loan and the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Eurodollar Interest PeriodPeriod with respect thereto in accordance with subsection 2.2.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans from Eurocurrency Loans made or outstanding in Dollars to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars 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 Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and and, in the case of any Default, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, provided that no Eurodollar Eurocurrency Loan 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, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Date (Date, and provided, further, that in the case of continuations of Revolving Credit Loans) Eurocurrency Loans made or the date of the final installment of principal of the Term Loans and PROVIDEDoutstanding in Dollars, FURTHER, that if the Parent Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such 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 Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on is subject to the last day terms of an Interest Period with respect theretosubsection 4.14. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions clause (ii) of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted permitted, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars 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 Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and and, in the case of any Default, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination Date (in the case of conversions of Revolving Credit Loans) or the date Final Maturity Date (in the case of the final installment of principal of the Term Loans). (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan 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, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans) or the date Final Maturity Date (in the case of the final installment continuations of principal of the Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Parent Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) in case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving having the Borrowers’ Representative give the Administrative Agent at least one Business Days' Day’s prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers’ Representative may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (ba) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrowers’ Representative giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Borrowers’ Representative shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the respective Term Loans (in the case of any conversions of any Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations conversions of Revolving Credit Loans) or the date of the final installment of principal of the respective Term Loans (in the case of any conversions of any Term Loans) and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED ; provided that (i) no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans, PROVIDED ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date; and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower HCC may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower HCC may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Working Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereof, subsection 3.6 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansFinal Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower HCC giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 3.6 would be contravened or (iiiii) after the date that is one month prior to the Termination Final Maturity Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower HCC shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans or CD Rated Loans to ABR Loans, Reference Rated Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Company may elect from time to time to convert Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior two Working Days irrevocable notice of such election, provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and ABR Reference Rated Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan any conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansgiving effect thereto, Section 2.20 shall not have been contravened. (b) Any Eurodollar Loans or CD Rated Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that (i) no Loan may be continued as a Eurodollar Loan or a CD Rated Loan for an additional Interest Period at any time at which an Event of Default has occurred or is continuing and (ii) no Eurodollar Loan or CD Rated Loan may be continued as such (i) when any Event of Default has occurred if, after giving effect thereto, Section 2.20 would be contravened and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this section, or if such continuation conversion is not permitted pursuant to the preceding proviso hereof, such Loans shall be automatically converted to ABR Reference Rated Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans to ABR Loans, in whole or in part, to Alternate Base Rate Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender Bank thereof. All or any part of outstanding Eurodollar Loans and ABR or Alternate Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders Banks, as the case may be, have determined that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 3.5 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued continued, in whole or in part, as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders Banks, as the case may be, have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 3.5 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or C/D 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 ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate 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. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and ABR C/D Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans or C/D Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened or (iiiii) after the date that is one month or 30 days, respectively, prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans or to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted Convened as provided herein, PROVIDED provided that (i) no Loan may be converted Converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion Conversion is not appropriate appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 6.3 shall not have been contravened, and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of the Conversions of Term Loans or Bridge Loans). (b) Any Eurodollar Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued Continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation Continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 6.3 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations Continuations of Revolving Credit Loans) or the date of the final installment of principal (in the case of the Continuations of Term Loans or Bridge Loans) and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation Continuation is not permitted such Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Revolving Administrative Agent Agent, in the case of Revolving Credit Loans, and the Administrative Agent, in the case of Term Loans, at least one two Business Days' Day’s prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Revolving Administrative Agent in the case of Revolving Credit Loans and the Administrative Agent in the case of Term Loans at least three Business Days' ’ prior irrevocable notice of such election. Any such election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as ), provided herein, PROVIDED that (i) no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has has, or the Required Majority Facility Lenders have in respect of such Facility have, determined that in its or their sole discretion not to permit such a conversion is not appropriate and conversions or (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the case of conversions of Revolving Credit Loans) Administrative Agent or the date of the final installment of principal of the Term LoansAdministrative Agent, as applicable, shall promptly notify each relevant Lender thereof. (b) Any The Borrower may elect to continue any Eurodollar Loans may be continued Loan as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Revolving Administrative Agent, in the case of Revolving Credit Loans, and the Administrative Agent, in the case of Term Loans, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has has, or the Required Majority Facility Lenders have in respect of such Facility have, determined that in its or their sole discretion not to permit such a continuation is not appropriate continuations or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) final scheduled termination or the maturity date of the final installment of principal of the Term Loans such Facility, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such 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 Revolving Administrative Agent or the Administrative Agent, as applicable, shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to ABR Loans, Loans by giving the Administrative Agent prior to 12:00 Noon, New York City time at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 5.11(d). The U.S. Borrower may elect from time to time to convert outstanding ABR Loans made to it (in whole or in part) to Eurodollar Loans by giving the Administrative Agent prior to 12:00 Noon, New York City time at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Revolving Credit Lenders (in the case of Revolving Credit Loans) or the Majority Term Loan Lenders (in the case of Term Loans) have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 5.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or Term Loan Maturity Date (in the date case of the final installment of principal of the Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Revolving Credit Lenders (in the case of Revolving Credit Loans) or the Majority Term Loan Lenders (in the case of Term Loans) have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 5.3 would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the date Term Loan Maturity Date (in the case of the final installment of principal of the Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans to ABR Loans, by giving the Administrative Agent at least one two (2) Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 the outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Eurocurrency 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 that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iiiii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Eurocurrency Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or C/D 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 ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate 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. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and ABR C/D Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Sections 2.1(e) and 2.2(e) would not be contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Facility A Termination Date (in the case of conversions of Facility A Revolving Credit Loans) or the date Facility B Termination Date (in the case of the final installment of principal of the Term Facility B Revolving Credit Loans). (b) Any Eurodollar Loans or C/D Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Sections 2.1(e) and 2.2(e) would be contravened or (iiiii) after the date that is one month or 30 days, respectively, prior to the Facility A Termination Date (in the case of continuations of Facility A Revolving Credit Loans) or the date Facility B Termination Date (in the case of the final installment of principal of the Term Loans Facility B Revolving Credit Loans), and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto and PROVIDED that Tranche B Loans may be converted only after the Existing Lender Debt Repayment Date. The Subject to subsection 2.3, the Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Tranche A Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansMaturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Tranche A Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Maturity Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least one two (2) Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days’ prior irrevocable notice of such election. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a CDOR Loan after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans or CDOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or CDOR Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the applicable Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, ; PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has has, or the Required Revolving Credit Lenders have (in the case of conversions of Revolving Credit Loans), Required Tranche A Lenders (in the case of conversions of Tranche A Term Loans) or Required Tranche B Lenders (in the case of conversions of Tranche B Term Loans) have, determined that such a conversion is not appropriate appropriate, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Tranche A and Revolver Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations conversions of Revolving Credit Term Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent each Lender at least one two Business Days' prior irrevocable telephonic notice of such election PROVIDED (which must be promptly confirmed in writing), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent each Lender at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agenteach Lender, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such LoansEurodollar Loan, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent Facility Manager at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent Facility Manager at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent Facility Manager shall promptly notify each Lender thereofLender. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent Facility Manager has or the Required Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment payment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative AgentFacility Manager, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent Facility Manager has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment payment of principal of the Term Loans and PROVIDED, FURTHER, FURTHER that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the (x) Tranche A Term Loans (in the case of conversions of Tranche A Term Loans), (y) Tranche B Term Loans ( in the case of conversions of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of conversions of Tranche C Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, ; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to to, respectively, the Revolving Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of (x) the Tranche A Term Loans (in the case of continuations of Tranche A Term Loans), (y) Tranche B Term Loans (in the case of continuations of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of continuations of Tranche C Term Loans) and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Borrower pays to the Agent for the account of the applicable Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable under Section 5.11). The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Term Loan Lenders or the Required Revolving Credit Lenders, as the case may be, 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans (in the case of conversions of Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Term Loan Lenders or the Required Revolving Credit Lenders, as the case may be, have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans (in the case of continuations of Term Loans) and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election; provided, that during the Suspension Period, no Base Rate Loan may be converted into a Eurodollar Loan. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor; provided, however, that during the Transition Period, the Interest Period therefor may be only one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Revolving Credit Lenders (in the case of conversions of Revolving Credit Loans), Required Tranche A Lenders (in the case of conversions of Tranche A Term Loans) or Required Tranche B Lenders (in the case of conversions of Tranche B Term Loans) have determined that such a conversion is not appropriate and appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Tranche A and Revolver Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations conversions of Revolving Credit Term Loans) or and (iii) no Loan may be converted into a Eurodollar Loan during the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Suspension Period.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert its Eurodollar Loans to ABR Loans, Loans or Domestic Sterling Loans to Sterling Base Rate Loans (as applicable) by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Any Borrower may elect from time to time to convert its ABR Loans to Eurodollar Loans or Sterling Base Rate Loans to Domestic Sterling Loans (as applicable) by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans or Domestic Sterling 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 ABR Loans and ABR Sterling Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Loan and no Sterling Base Rate Loan may be converted into a Domestic Sterling Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and appropriate, (ii) no ABR Loan may be converted into a Eurodollar Loan and no Sterling Base Rate Loan may be converted into a Domestic Sterling Loan after the date that is one month prior to the Termination Date (in the case of conversions of Domestic Revolving Credit Loans or UK Revolving Credit Loans) or to the date of the final installment of principal of the Domestic Term Loans. , the UK Term Loans or the Supplemental Loans (bin the case of conversions of Secured Supplemental Loans or Unsecured Supplemental Loans) Any and (iii) no Supplemental Loan which is a Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice converted to the Administrative Agent, an ABR Loan at any time when (in accordance with the applicable provisions of clause (4) of the proviso to the definition of the term "Interest Period" set forth contained in subsection 1.1, of the length of the next Interest Period to ) such Supplemental Loan could be applicable to such Loans, PROVIDED that no maintained as a Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Periodhereunder.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to ABR Loans, Loans by giving the General Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 10.11(d). The U.S. Borrower may elect from time to time to convert outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent has or the Required Majority U.S. Lenders have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 10.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date and (in the case of conversions of Revolving Credit Loansiv) or the date of the final installment of principal of the Term Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent has or the Required Majority U.S. Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 10.3 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Termination Date, and PROVIDEDprovided, FURTHERfurther, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR LoansLoans by delivering to the Lender an irrevocable Notice of Borrowing by 10:00 A.M., by giving the Administrative Agent New York City time, at least one Business Days' Day prior irrevocable notice to the requested date of such election conversion; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent Lender an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three Business Days' Days prior irrevocable notice of such electionto the requested conversion date. Any such notice 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 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 Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent Lender has or the Required Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansLoan. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice delivering to the Administrative AgentLender an irrevocable Notice of Borrowing, in accordance with the applicable provisions of the term "Interest PeriodINTEREST PERIOD" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent Lender has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Loan and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, ; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars 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 Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and and, in the case of any Default, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination Date (in the case of conversions of Revolving Credit Loans) or the date Final Maturity Date (in the case of the final installment of principal of the Term Loans). (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan 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, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans) or the date Final Maturity Date (in the case of the final installment continuations of principal of the Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Parent Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) in case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Revolving Credit Loans that are Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender Bank thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders Majority Banks have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened, (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date and (in the case of conversions of iv) no Revolving Credit Loans) or the date of the final installment of principal of the Term LoansLoan denominated in a Foreign Currency may be converted to an ABR Loan. (b) Any Revolving Credit Loans that are Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders Majority Banks have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such 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 Bank thereof. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day’s prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansMaturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED ; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Maturity Date; and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The By giving a Notice of Conversion, each Borrower may elect from time to time (i) to convert Eurodollar such Borrower’s Eurocurrency Loans in Dollars to ABR Loans or (ii) to convert such Borrower’s ABR Loans to ABR LoansEurocurrency Loans in Dollars; provided, by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion the Administrative Agent shall promptly notify each Lender thereof. All or any part of Eurocurrency Loans outstanding Eurodollar Loans and in Dollars or ABR Loans may be converted as provided in herein, PROVIDED provided that (i) no ABR Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a conversion is not appropriate and appropriate, (ii) so long as any Original Tranche Loans remain outstanding, no Committed Rate ABR Loan may be converted into a Eurodollar Committed Rate Eurocurrency Loan during the period beginning on the date that is one month prior to the Original Tranche Termination Date and ending on the Original Tranche Termination Date and (iii) no Extended Tranche ABR Loan may be converted into an Extended Tranche Eurocurrency Loan after the date that is one month prior to the Extended Tranche Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar By giving a Notice of Continuation, each Borrower may continue any of its Eurocurrency Loans as Eurocurrency Loans in the same Currency for additional Interest Periods. (c) Each Borrower may be continued as convert Committed Rate Loans outstanding in one Currency to Committed Rate Loans of a different Currency by repaying such upon Loans in the expiration first Currency and borrowing Loans of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, such different Currency in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such this Agreement. (id) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such If a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any of such notice or if Borrower’s Eurocurrency Loans with respect to which an Interest Period is expiring, such continuation is not permitted such Eurocurrency Loans shall be automatically converted to ABR Loans become due and payable on the last day of such then expiring Interest Period; provided, that the Company may, in accordance with and subject to the terms and conditions of this Agreement, refinance such maturing Eurocurrency Loans on such maturity date with Competitive Advance Loans. (e) Notwithstanding the foregoing, so long as any Original Tranche Loans shall be outstanding, the Borrowers shall not convert Loans of either Class under this Section unless they shall simultaneously ratably convert the corresponding Loans of the other Class.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans made or outstanding in Dollars to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans made or outstanding in Dollars 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 Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans made or outstanding in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans outstanding in Dollars 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 made or outstanding in Dollars 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 Eurodollar Loan when any Default or Event of Default has occurred and is continuing and and, in the case of any Default, the Administrative Agent has or given notice to the Required Lenders have determined Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative 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 subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan 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, the Administrative Agent has or given notice to the Required Lenders have determined Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurodollar Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, ; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to to, respectively, the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from EurocurrencyTerm SOFR Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar EurocurrencyTerm SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurodollar EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three Business Days' ’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election. Any such notice of conversion to Eurodollar EurocurrencyTerm SOFR 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 EurocurrencyTerm SOFR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar 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 determined given notice to the Borrower that no such a conversion is not appropriate conversions may be made, and (ii) no Term Loan may be converted into a Eurodollar EurocurrencyTerm SOFR Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansapplicable Maturity Date. (b) Any Eurodollar Loans EurocurrencyTerm SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar EurocurrencyTerm SOFR Loan 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 Required Lenders have determined given notice to the Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans applicable Maturity Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding 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 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may ------------------------------------------------ elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to ABR Loans, Base Rate Loans of the same Class by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans under a particular Facility may be converted as provided herein, PROVIDED provided that (i) no 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 Majority Facility Lenders in respect of such Facility have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 7.3 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no 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 Required Majority Facility Lenders in respect of such Facility have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 7.3 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Termination Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower -------- ------- Company shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect ----------------------------------- from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least one Business Days' Day prior irrevocable notice to the requested date of such election PROVIDED conversion; provided that any such conversion of Eurodollar Loans may only be made on the -------- last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three Business Days' prior irrevocable notice of such electionto the requested conversion date. Any such notice 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 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 provided that (i) no Loan may be converted -------- into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Term Lenders have determined that such a conversion is not appropriate and the Administrative Agent has given notice to the Borrower that no conversion may be made, (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date and (in iii) no Tranche A Loan or Tranche B Loan (as the case of conversions of Revolving Credit Loansmay be) or may be converted into a Eurodollar Loan after the date that is one month prior to the date of the final installment of principal of thereof. Notwithstanding anything to the Term Loanscontrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and shall not be converted to Eurodollar Loans hereunder. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice delivering to the Administrative AgentAgent an irrevocable Notice of Borrowing, in accordance with the applicable provisions of the term "Interest Period" set forth in 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 Eurodollar Loan -------- may be continued as such (i) a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Basic Lenders have determined that such a continuation is not appropriate or and the Administrative Agent has given notice to the Borrower that no such continuations may be made, (ii) no Revolving Credit Loan may be continued as a Eurodollar Loan after the date that is one month prior to the Termination Date and (in iii) no Term Loan may be continued as a Eurodollar Loan after the case of continuations of Revolving Credit Loans) or date that is one month prior to the date of the final installment of principal of the such Term Loans Loan and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if -------- ------- such continuation is not permitted 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 of Borrowing, the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by the Parent giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by the Parent giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a conversion is not appropriate and appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the due date of the final installment of principal (in the case of the conversions of Term Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Parent giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.Administrative

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurodollarSOFR Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice in a Notice of Conversion/Continuation of such election PROVIDED no later than 10:00 A.M. on theone Business Day precedingprior to the proposed conversion date; provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice in a Notice of Conversion/Continuation of such election. Any such election no later than 10:00 A.M. on the thirdthree (3) U.S. Government Securities Business Day precedingDays prior to the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ); provided that no ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is continuing and continuing. Upon receipt of any such notice, the Administrative Agent has or the Required Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansshall promptly notify each relevant Lender thereof. (b) If no Interest Period is specified with respect to any SOFR Loan in a Notice of Conversion/Continuation delivered by the Borrower to the Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (c) (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocableThe Borrower may elect from time to time to continue any SOFR Loan by giving the Administrative Agent prior notice of such election in a Notice of Conversion/Continuation to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED LoansSOFR Loan; provided that no Eurodollar EurodollarSOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined continuing; provided further that such a continuation is not appropriate or (iix) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such notice SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such 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.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars 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 Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and and, in the case of any Default, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination Date (in the case of conversions of Revolving Credit Loans or Tranche A Term Loans) or the date Final Maturity Date (in the case of the final installment conversions of principal of the Tranche B Term Loans). (b) Any Eurodollar Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent, of the length of the next Interest Period to be applicable to such Loans, determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Eurocurrency Loan 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, the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans or Tranche A Term Loans) or the date Final Maturity Date (in the case of the final installment continuations of principal of the Tranche B Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Parent Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) in case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one Business two Banking Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Banking Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans), (b) or the date of the final installment of principal of the relevant Term Loans (in the case of conversions of Term Loans) or (c) the date of the final installment of principal of the Acquisition Loans (in the case of conversions of Acquisition Loans). (b) Any Eurodollar Loans or Revolving Offshore Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to (a) the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans), (b) or the date of the final installment of principal of the relevant Term Loans (in the case of continuations of Term Loans) or (c) the date of the final installment of principal of the Acquisition Loans (in the case of Acquisition Loans), and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest PeriodPeriod and, if the Company shall fail to give such notice of continuation of a Revolving Offshore Loan, such Revolving Offshore Loan shall be automatically continued for an Interest Period of one month.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of Term Loans). (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of Term Loans) and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans to ABR Loans, Loans by giving the Administrative Agent at least one two (2) Business Days' ’ prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 the outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, PROVIDED ; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency 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 that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iiiii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansMaturity Date. (b) Any Eurodollar Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Eurocurrency Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Maturity Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company ----------------------------------- may elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to ABR Loans, Base Rate Loans of the same Class by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans under a particular Facility may be converted as provided herein, PROVIDED provided that (i) no 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 Majority Facility Lenders in respect of such Facility have determined that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 5.03 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no 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 Required Majority Facility Lenders in respect of such Facility have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 5.03 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Termination Date, and PROVIDEDprovided, FURTHERfurther, that if -------- ------- the Borrower Company shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans or CD Rated Loans to ABR Loans, Reference Rated Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Company may elect from time to time to convert Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior two Working Days irrevocable notice of such election, provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and ABR Reference Rated Loans may be converted as provided herein, PROVIDED provided that (ix) no Loan may be converted into a Eurodollar Loan when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders (xi) any conversion may only be made if, after giving effect thereto, Section 2.20 shall not 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansbeen contravened. (b) Any Eurodollar Loans or CD Rated Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" AInterest Period@ set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that (xii) no Loan may be continued as a Eurodollar Loan or a CD Rated Loan for an additional Interest Period at any time at which an Event of Default has occurred or is continuing and (xiii) no Eurodollar Loan or CD Rated Loan may be continued as such (i) when any Event of Default has occurred if, after giving effect thereto, Section 2.20 would be contravened and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such any required notice as described above in this section, or if such continuation conversion is not permitted pursuant to the preceding proviso hereof, such Loans shall be automatically converted to ABR Reference Rated Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Alternate Base Rate Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Working Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, PROVIDED 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 Majority Lenders have determined in their sole discretion that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection shall not have been contravened and (iii) no Alternate Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions a conversion of Revolving Credit Loans) or the date Maturity Date (in the case of the final installment a conversion of principal of the Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined in their sole discretion that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations a conversion of Revolving Credit Loans) or the date Maturity Date (in the case of the final installment a conversion of principal of the Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) above 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 Lender thereof.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert ABR Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans (other than Swing Line Loans) may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (Date, in the case of conversions of Revolving Credit Loans) , or the date Term Loan Maturity Date, in the case of the final installment conversions of principal of the Term Loans. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the any Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of which shall specify the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (Date, in the case of continuations of Revolving Credit Loans) Loans or the date of the final installment Term Loan Maturity Date, in the case of principal continuations of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the any Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days' prior irrevocable notice of such election. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a CDOR Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans or CDOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or CDOR Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one (1) month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the applicable Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ; PROVIDED that (i) no 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 Majority Lenders 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 Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans, as the case may be). (b) Any Eurodollar Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.11, of the length of the next Interest Period to be applicable to such Loans, ; PROVIDED that no Eurodollar Eurocurrency Loan 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 Required Majority Lenders have have; determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, (in the case of continuations of Term Loans) and; PROVIDED FURTHER that if the Borrower shall fail to give such notice or if such continuation is not permitted permitted, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod (except, in the case of a failure to give such notice with respect to Term Loans, such Loans will be continued for the shortest available Interest Period as determined by the Administrative Agent).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Eurodollar Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansFinal Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Final Maturity Date and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans (other than Swingline Loans) to ABR Loans, Index Rate Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED on the day such conversion is requested, provided that any such conversion of -------- Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR Index Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Index Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event -------- of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Facility Lenders have determined that such a conversion is not appropriate and appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) Termination Date, the Tranche A Maturity Date or the date of the final installment of principal of the Term LoansTranche B Maturity Date, as applicable. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan -------- may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Facility Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) Termination Date, the Tranche A Maturity Date or the date of the final installment of principal of the Term Loans Tranche B Maturity Date, as applicable, and PROVIDEDprovided, FURTHERfurther, that -------- ------- if the Borrower Company shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Index Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days' prior irrevocable notice of such election. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a CDOR Loan after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans or CDOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan or CDOR Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the applicable Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect ----------------------------------- from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election; provided -------- that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided -------- that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, PROVIDED provided that no -------- Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the -------- ------- Borrower shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent at least three Business Days' prior irrevocable notice of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Loans from Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any Each notice pursuant to this subsection 4.2 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Loan that the Borrower requests be converted or continued, (ii) whether such Loan is to be converted to or continued as a Eurodollar or an ABR Loan, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Loans shall specify Loan, the length of the initial Interest Period or Interest Periods thereforwith respect thereto. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no 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 given notice to the Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Loans, determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined given notice to the Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice or if such continuation is not permitted as described above in this paragraph, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Parent Borrower (on behalf of the applicable Borrower) may elect from time to time to convert Eurodollar outstanding Revolving Loans made or outstanding in Dollars from Eurocurrency Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Revolving Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or given notice to the Required Lenders have determined Parent Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Revolving Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Maturity Date (in the case of conversions conversion of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans). (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower (on behalf of the applicable Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansRevolving Loan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan 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 Required Lenders have determined Parent Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Maturity Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans ), and PROVIDEDprovided, FURTHERfurther, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Parent Borrower shall fail to give such any required notice as described above in this 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 PeriodPeriod and (B) in the case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, by giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. The Borrower may elect from time to time to convert Eurodollar Loans or ABR Loans to Money Market Loans, by giving the Administrative Agent at least two (2) Business Days' prior notice. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefortherefor and, any such notice of conversion to a Money Market Loan shall specify the requested Money Market Loan Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, Money Market Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans Loan shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan under a particular Facility when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Facility Lenders under such Facility have determined that not to permit such a conversion is not appropriate 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 Termination Date (in the case of conversions of Revolving Credit Loans) final scheduled termination or the maturity date of the final installment of principal of the Term Loanssuch Facility. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Facility Lenders under such Facility have determined that not to permit such a continuation is not appropriate continuations or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) final scheduled termination or the maturity date of the final installment of principal of the Term Loans such Facility and PROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar LIBOR Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED substantially in the form of Exhibit H, provided that any such conversion of Eurodollar LIBOR Loans may only be made on the last day of an Interest Period with respect theretothereto and that the aggregate principal amount of LIBOR Loans so converted shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Borrower Borrowers may elect from time to time to convert ABR Loans to Eurodollar LIBOR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such electionelection substantially in the form of Exhibit H, provided that the aggregate principal amount of ABR Loans so converted shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof. Any such notice of conversion to Eurodollar 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 Eurodollar LIBOR Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar LIBOR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans. (b) Any Eurodollar LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrowers giving written notice to the Administrative AgentAgent substantially in the form of Exhibit H, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar LIBOR Loan 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 Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.Termination

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Base Rate Loans by giving the Administrative Agent at least one [three] [two] Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert ABR Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans (other than Swing Line Loans) may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (Date, in the case of conversions of Revolving Credit Loans) , or the date Term Loan Maturity Date, in the case of the final installment conversions of principal of the Term Loans. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the any Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of which shall specify the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (Date, in the case of continuations of Revolving Credit Loans) Loans or the date of the final installment Term Loan Maturity Date, in the case of principal continuations of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the any Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

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

Conversion and Continuation Options. (a) The By giving a Notice of Conversion, each Borrower may elect from time to time (i) to convert Eurodollar such Borrower’s Eurocurrency Loans in Dollars to ABR Loans or (ii) to convert such Borrower’s ABR Loans to ABR Loans, by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED Eurocurrency Loans in Dollars; provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion the Administrative Agent shall promptly notify each Lender thereof. All or any part of Eurocurrency Loans outstanding Eurodollar Loans and in Dollars or ABR Loans may be converted as provided in herein, PROVIDED provided that (iA) no ABR Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Majority Lenders have determined that such a conversion is not appropriate and (iiB) no ABR Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar By giving a Notice of Continuation, each Borrower may continue any of its Eurocurrency Loans as Eurocurrency Loans in the same Currency for additional Interest Periods. (c) Each Borrower may be continued as convert Loans outstanding in one Currency to Loans of a different Currency by repaying such upon Loans in the expiration first Currency and borrowing Loans of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, such different Currency in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan may be continued as such this Agreement. (id) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such If a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to timely give a Notice of Continuation or a Notice of Conversion in respect of any of such notice or if Borrower’s Eurocurrency Loans with respect to which an Interest Period is expiring, such continuation is not permitted such Eurocurrency Loans shall be automatically converted to ABR Loans become due and payable on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans and Money Market Loans to ABR Loans, by giving the Administrative Agent at least one two (2) Business Days' prior irrevocable notice of such election election, PROVIDED that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto. The Borrower may elect from time to time to convert Eurocurrency Loans to Money Market Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election, or to convert Money Market Loans to Eurodollar Loans, by giving the Administrative Agent at least three (3) Business Days' 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, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Eurocurrency Loans, by giving the Administrative Agent at least (3) Business Days' prior irrevocable notice of such election, or to convert ABR Loans to Money Market Loans by giving the Administrative Agent at least three two (2) Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Any such notice of conversion to Money Market Loans shall specify the initial Money Market Rate Period or Money Market Rate Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans Eurocurrency Loans, Money Market Loans, and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan or a Money Market 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 that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.1(e) and Section 2.3(c) would not be contravened, and (iiiii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Termination Date Date. If the Borrower shall fail to give any required notice as described above in this paragraph or if such conversion is not permitted pursuant to the preceding proviso, such Loans (other than Eurocurrency Loans or Money Market Loans that are continued in accordance with Section 2.3(b)) shall be automatically converted to ABR Loans on the case last day of conversions of Revolving Credit Loans) such then expiring Interest Period or the date of the final installment of principal of the Term LoansMoney Market Rate Period, as applicable. (b) Any Eurodollar Eurocurrency Loans or Money Market Loans may be continued as such upon the expiration of the then current Interest Period or Money Market Rate Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection Section 1.1, of the length of the next Interest Period or Money Market Rate Period to be applicable to such Loans, PROVIDED that no Eurodollar Eurocurrency Loan or Money Market Rate Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.1(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDED, FURTHER, that if the Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period or Money Market Rate Period, as applicable. Upon receipt of any notice pursuant to this Section 2.3(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower HCC may elect from ----------------------------------- time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower HCC may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Working Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Rate Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event -------- of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate appropriate, (ii) any such conversion may only be made if, after giving effect thereof, subsection 3.6 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansFinal Maturity Date. (ba) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower HCC giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that -------- no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, subsection 3.6 would be contravened or (iiiii) after the date that is one month prior to the Termination Final Maturity Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower HCC shall fail -------- ------- to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans (or, subject to Section 2.7(d), a portion thereof) to ABR Loans, by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Eurodollar Section 2.7(d)) to Eurocurrency Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 Eurocurrency Loans and ABR Loans may be converted as provided herein; provided, PROVIDED that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that in its or their sole discretion not to permit 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loansconversion. (b) Any Eurodollar Eurocurrency Loans (or, subject to Section 2.7(d), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent, in accordance with not less than three Business Days prior to the applicable provisions last day of the term "then current Interest Period" set forth in subsection 1.1Period with respect thereto, of the length of the next Interest Period to be applicable to such Loans; provided, PROVIDED that no Eurodollar NY nv-6billion -credit.htm i Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that in its or their sole discretion not to permit such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans continuation; and PROVIDEDprovided, FURTHERfurther, that if the relevant Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a Borrower pursuant to this Section 2.5(b), the Administrative Agent shall promptly notify each Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.5(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) i. The Borrower may elect from time to time to convert Eurodollar SOFR Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice in a Notice of Conversion/Continuation of such election PROVIDED no later than 10:00 A.M. one (1) Business Day prior to the proposed conversion date; provided sf-5537426 that any such conversion of Eurodollar SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar SOFR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice in a Notice of Conversion/Continuation of such election. Any such election no later than 10:00 A.M. three (3) U.S. Government Securities Business Days prior to the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ); provided that no ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar SOFR Loan when any Event of Default has occurred and is continuing and continuing. Upon receipt of any such notice, the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) shall promptly notify each relevant Lender thereof. If no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period is specified with respect thereto to any SOFR Loan in a Notice of Conversion/Continuation delivered by the Borrower giving notice to the Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. ii. The Borrower may elect from time to time to continue any SOFR Loan by giving the Administrative Agent prior notice of such election in a Notice of Conversion/Continuation, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED SOFR Loan; provided that no Eurodollar SOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined continuing; provided further that such a continuation is not appropriate or (iix) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such notice SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such 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.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to ABR Loans, Base Rate Loans of the same Class by giving the Administrative Agent at least one two Business Days' prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert ABR outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, PROVIDED provided that (i) no 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 appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 6.03 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1Section 1.01, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 6.03 would be contravened or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Termination Date, and PROVIDEDprovided, FURTHERfurther, that if the Borrower Company shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent at least one Business Days' Day's prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the 30 25 Required Lenders 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 the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDEDprovided, FURTHERfurther, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from Eurocurrency Loans to ABR Loans, Loans by giving the Administrative Agent at least one two Business Days' ’ prior irrevocable notice of such election PROVIDED election, provided that any such conversion of Eurodollar Eurocurrency 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 Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 Eurocurrency Loans and ABR Loans may be converted as provided herein, PROVIDED provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or given notice to the Required Lenders have determined Borrower that no such a conversion is not appropriate conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Revolving Facility Maturity Date (in the case of conversions of Revolving Credit Loans) or the date Term Loan Maturity Date (in the case of the final installment conversions of principal of the Term Loans). (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, PROVIDED determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan 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 Required Lenders have determined Borrower that no such a continuation is not appropriate continuations may be made or (ii) after the date that is one month prior to the Termination Revolving Facility Maturity Date (in the case of continuations of Revolving Credit Loans) or the date Term Loan Maturity Date (in the case of the final installment continuations of principal of the Term Loans Loans), and PROVIDEDprovided, FURTHERfurther, that that, if the Borrower shall fail to give such any required notice as described above in this 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 affected Lender thereof.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to ABR Loans (or, with respect to Loans denominated in Canadian Dollars, Canadian Prime Rate Loans), by giving the Administrative Agent at least one two (2) Business Days' ’ prior irrevocable notice of such election PROVIDED election; provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert ABR Loans or Canadian Prime Rate Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency 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 the outstanding Eurodollar Eurocurrency Loans, ABR Loans and ABR Canadian Prime Rate Loans may be converted as provided herein, PROVIDED ; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency 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 that such a conversion is not appropriate and appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term LoansDate. (b) Any Eurodollar Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED provided that no Eurodollar Eurocurrency Loan may be continued as such (i) 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 that such a continuation is not appropriate appropriate, (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iiiii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans Date, and PROVIDEDprovided, FURTHERfurther, that if the such Borrower shall fail to give such any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans (or, in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans) on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative Agent shall promptly notify each Lender thereof.