Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least 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 thereto. The Company may elect from time to time to convert outstanding Base Rate 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 Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative 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

Conversion and Continuation Options. With respect to Revolving Credit Loans: (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two (2) 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 Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, at least three Business Days' ’ prior irrevocable notice of such electionto the proposed conversion date. 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 Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined in its or their sole discretion that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 Section 3.3 shall not have been violated violated, and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company 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 subsectionSection 1.1, 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 or the Required Lenders have determined in its or their sole discretion that such continuation is not appropriate, (ii) if, after giving effect thereto, Section 3.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable; and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall automatically be converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 3.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 Base Rate ABR 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 Majority Lenders have determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate 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 Termination DateLoans) 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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionInterest

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Base Rate 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 election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that 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, or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionLoans, provided that no Eurodollar Loan under a particular Facility may be continued as such

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate Loans Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such electionelection in the form of the continuation or conversion certificate attached hereto as Exhibit G; provided that, provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Alternate Base Rate Loans (in whole or in part) 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 Lender thereofLender. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 Section 2.12 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datecontravened. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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) if, after giving effect thereto, Section 2.12 would be contravened; provided, further, that if the Borrower shall fail to give 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 Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar LIBORTerm Benchmark Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar LIBORTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar LIBORTerm Benchmark Loans by giving the Administrative Agent 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 Base Rate Loans may be converted as provided herein, ); provided that (i) no Base Rate ABR Loan under a particular Facility may be converted into a Eurodollar LIBORTerm Benchmark Loan or an RFR Loan (if applicable) (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent 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 conversion is not appropriate, conversions or (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datefinal scheduled termination or maturity date of such Facility. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans LIBORTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower (on its own behalf) giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no LIBORTerm Benchmark Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility; and provided, further, that if the Borrower (on its own behalf) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans in accordance shall be automatically continued as LIBORTerm Benchmark Loans with an Interest Period of one month. Upon receipt of any such notice, the applicable provisions of the term "Interest Period" set forth in subsectionAdministrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Base Rate 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 election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or Interest Periods thereforthe Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) after such date that is one month prior to the Revolving Credit Termination Date or, if the Revolving Credit Loans are converted pursuant to Section 2.3, the Term Loan Maturity Date. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 in its or their sole discretion not to permit such continuations or (ii) after such date that is one month prior to the Revolving Credit Facility Termination Date or, if the Revolving Credit Loans are converted pursuant to Section 2.3, the Term Loan Maturity Date, and provided, further, that if the Borrower shall fail to give 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 to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or has given notice to the Required Lenders have determined Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Maturity Date. (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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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 given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that, if the 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 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 Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two three Business Days' ’ prior irrevocable notice notice, substantially in the form of Exhibit K, of such 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 Company Borrower may elect from time to time to convert outstanding Base Rate 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 election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that 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, or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans in accordance with shall be converted automatically to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two one Business Days' Day's 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 unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The Company U.S. Borrower may elect from time to time to convert outstanding Base Rate ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General 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 General Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Required Majority Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 9.3 shall not have been violated and violated, (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company U.S. Borrower giving notice to the General Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, 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 or the Majority Lenders have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 9.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. (c) Any Multicurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower or the relevant Foreign Subsidiary Borrower giving a Notice of Multicurrency Loan Continuation, provided, that if the relevant Foreign Subsidiary Borrower shall fail to give such Notice of Multicurrency Loan Continuation, such Multicurrency Loans shall automatically be continued for an Interest Period of one month.

Conversion and Continuation Options. (a) The Company applicable Borrower may elect from time to time to convert outstanding Eurodollar EurodollarTerm Benchmark Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Company applicable Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans This Section shall not apply to Swingline Borrowings, which may not be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datecontinued. (b) Any Eurodollar Loans EurodollarTerm Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection“

Conversion and Continuation Options. (a) The Subject to subsection 4.12, the Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 2:00 P.M., New York City time, at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The Company may elect from time to time to convert outstanding all or a portion of the Alternate Base Rate Loans (in whole or in partother than Swing Line Loans) then outstanding 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 be received by the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided hereinprior to 2:00 P.M., provided that (i) no Base Rate Loan may be converted into New York City time, at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor, and, unless a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that given written notice thereof to the Company, such conversion shall be made on the requested conversion date or, if such requested conversion date is not appropriatea Business Day, on the next succeeding Business Day. Upon receipt of any notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Loans (iiother than Swing Line Loans) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into as provided herein, provided that partial conversions of Alternate Base Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan after the date that is Loans outstanding in respect of any one month prior to the Revolving Credit Termination DateInterest Period shall be at least $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Error! Reference source not found., of the length of the next Interest Period to be applicable to such Loans 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 or the Required Lenders have, by written notice to the Company, determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be contravened or (iii) after the date that is one month prior to the Revolving Termination Date (in accordance with the applicable provisions case of continuations of Revolving Loans) or the Maturity Date of the term "Interest Period" set forth in subsectionTerm Loans, as applicable.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Base Rate 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 election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that 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, or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionLoan, provided that no Eurodollar Loan under a particular Facility may be continued as such

Conversion and Continuation Options. (a) The Company Each Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) owing by it to Base Rate Loans Loans, by giving the Administrative Agent at least two three 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 Company Each Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) which are Revolving Credit Loans owing by it 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 Base Rate Loans which are Revolving Credit Loans may be converted as provided herein, 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 Lenders have have, determined that not to permit such a conversion is not appropriate, in its or their sole discretion and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company relevant Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 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 Majority Lenders have, determined not to permit such a continuation in its or their sole discretion or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the relevant Borrower shall fail to give any required notice as described above in this subsection 6.6(b) or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, 53 48 provided that that, unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Alternate Base Rate 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 Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.14 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datecontravened. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 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) if, after giving effect thereto, subsection 2.14 would be contravened and provided, further, that if the Borrower shall fail to give 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 Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Parent Borrower may elect from time to time to convert outstanding Eurodollar Term Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Parent Borrower may elect from time to time to convert outstanding Base Rate Term Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Term 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 or has given notice to the Required Lenders have determined Parent Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination DateMaturity Date therefor. (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 Company Parent Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Term Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date therefor, and provided, further, that if the applicable Borrower shall fail to give 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 subsection 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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 or has given notice to the Required Lenders have determined Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Maturity Date. (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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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 given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that, if the 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 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 Company may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day's prior irrevocable notice of such election, provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Revolving Credit 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 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 Bank thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and unless the Administrative Agent or the Required Lenders Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.11 shall not have been violated contravened and (iii) no Base Rate Revolving Credit Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination 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 Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.11 would be contravened or (iii) after the date that is one month prior to the Termination Date. If the Company shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole from Eurocurrency Loans made or in part) outstanding to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' Day’s 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 Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole made or in part) outstanding 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 notice, the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or payment Event of Default has occurred and is continuing and the Administrative Agent or has given notice to the Required Lenders have determined Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan with an Interest Period of longer than one month after the date that is one month prior to the Revolving Credit Termination Maturity Date. (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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Eurocurrency Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionSection 1.1, provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any payment Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that if the Borrower shall fail to give 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 Lender thereof. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a conversion to, or continuation of Eurocurrency Loans in any notice required pursuant to clauses (a) or (b) above, as applicable, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Minimum Amounts; Maximum Sets. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Set shall be no less than $25,000,000 (provided that, notwithstanding the foregoing, any Loan may be converted or continued in its entirety), and so that there shall not be more than 15 Sets at any one time outstanding (or such greater number as may be reasonably acceptable to the Administrative Agent).

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Eurocurrency Revolving Credit Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two three Business Days' prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar Eurocurrency 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 Eurocurrency 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 Eurocurrency Revolving Credit Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) unless the Majority Lenders otherwise consent, no Base Rate Loan may be converted into a Eurodollar 61 55 Eurocurrency Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Revolving Credit Loan after the date that is one month prior to the Revolving Credit Commitment Termination Date. (b) Any Eurodollar Eurocurrency Standby Loans may be continued as such in the same Currency upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable notice provisions of subsection 2.3, of the length of the next Interest Period to be applicable to such Loans, provided that no such Eurocurrency Loan may be continued as such (i) unless the Majority Lenders otherwise consent, when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Revolving Credit Commitment Termination Date (in the case of continuations of Revolving Credit Loans) or the Term Loan Maturity Date (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 Eurocurrency Loans in accordance shall be automatically continued with the applicable provisions an Interest Period of the term "Interest Period" set forth in subsectionone month.

Conversion and Continuation Options. (a) The Company h)Each Borrower may elect from time to time to convert outstanding Eurodollar Eurocurrency Loans (denominated in whole or in part) Dollars to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day’s 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 Company Each Borrower may elect from time to time to convert outstanding Base Rate Loans (to Eurocurrency Loans denominated in whole or in part) to Eurodollar Loans 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 relevant Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans denominated in Dollars and Base Rate Loans may be converted as provided herein, ; provided that (i) no Base Rate 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 the Required Majority Lenders have determined that such conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Date. (ba) Any Eurodollar Eurocurrency Loans may be continued as such Eurocurrency Loans in the same Currency upon the expiration of the then current Interest Period with respect thereto by the Company applicable Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with Loans; provided that (i) no Eurocurrency Loan may be continued as such when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such continuation is not appropriate and (ii) no Eurocurrency Loan may be continued as such after the date that is one month prior to the Termination Date and provided, further, that if (A) the applicable provisions Borrower shall fail to give any required notice as described above in this paragraph, such Eurocurrency Loans shall be continued on the last day of the term "then current Interest Period as Eurocurrency Loans with an Interest Period of one month and (B) if such continuation is not permitted pursuant to the preceding proviso (I) any such Eurocurrency Loans denominated in Dollars shall be automatically converted to Base Rate Loans and (II) any such Eurocurrency Loans denominated in an Available Foreign Currency shall be deemed to be exchanged for the Equivalent amount thereof in Dollars and automatically converted to Base Rate Loans, in each case on the last day of such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company may elect from time to time to convert outstanding Base Rate ABR 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 relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or Lenders holding the Required Lenders majority of the outstanding principal amount of Loans of such Class have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 5.3 shall not have been violated violated, and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate or, as the case may be, the date on which the Term Loans and New Revolving Credit Loans mature. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative 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 subsectionLoans

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day's prior irrevocable notice of such election, provided PROVIDED that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Revolving Credit 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 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 Bank thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and unless the Administrative Agent or the Required Lenders Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.12 shall not have been violated contravened and (iii) no Base Rate Revolving Credit Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination 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 Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.12 would be contravened or (iii) after the date that is one month prior to the Termination Date. If the Company shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrowers may elect from time to time to convert outstanding Convert Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided 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 Company Borrowers may elect from time to time to convert outstanding Convert Base Rate 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 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 Base Rate Loans may be converted Converted as provided herein, provided that (i) no Base Rate Loan may be converted 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 conversion a Conversion is not appropriate, (ii) any such conversion Conversion may only be made if, after giving effect thereto, subsection 6.3 Section 5.3 shall not have been violated contravened, and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term 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 Company Borrowers giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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, (ii) if, after giving effect thereto, Section 5.3 would be contravened or (iii) 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 (in the case of Continuations of Term Loans) and provided, further, that if the Borrowers shall fail to give such notice or if such Continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrowers’ Agent may elect from time to time to convert outstanding Convert Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; 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 Company Borrowers’ Agent may elect from time to time to convert outstanding Convert Base Rate 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 (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of conversion Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and or Base Rate Loans may be converted Converted as provided herein, ; provided that (i) no Base Rate Loan may be converted 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 reasonably determined that such conversion a Conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Commitment Termination Date. (b) Any Eurodollar Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative 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 subsectionrespect

Conversion and Continuation Options. (a) The Company Each Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) owing by it to US Base Rate Loans Loans, by giving the Administrative Agent at least two three 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 Company Each Borrower may elect from time to time to convert outstanding US Base Rate Loans (in whole or in part) owing by it 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 US Base Rate Loans may be converted as provided herein, 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 Lenders have determined that not to permit such a conversion is not appropriate, in its or their sole discretion and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company relevant Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 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 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 and provided, further, that if the relevant Borrower shall fail to give any required notice as described above in this subsection 6.6(b) or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to US Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert outstanding Eurodollar Eurocurrency Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 11:00 A.M., provided that any such conversion of Eurodollar Loans may only be made Local Time, on the last day of an Interest Period with respect theretoBusiness Day preceding the proposed conversion date. The Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert outstanding Base Rate ABR Loans (in whole to Eurocurrency Loans or in part) to Eurodollar convert Eurocurrency Loans into Eurocurrency Loans having a different Interest Period by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such election no later than 11:00 A.M., Local Time, on the third Business Day preceding 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Eurocurrency Loan and no Eurocurrency Loan may be converted into a Eurocurrency Loan having a different Interest Period when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that in its or their sole discretion and notified the Company not to permit such conversion is not appropriate, (ii) conversions. Upon receipt of any such conversion may only be made if, after giving effect thereto, subsection 6.3 notice the Administrative Agent shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepromptly notify each relevant Lender thereof. (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 Company (on its own behalf or on behalf of any other Borrower) giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, (i) provided that no Eurocurrency Loan denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion and notified the Company not to permit such continuations and, and provided, further, that if the Company (on its own behalf or on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) provided that no Eurocurrency Loan denominated in accordance Euro or Yen may be continued with an Interest Period in excess of one month when any Event of Default has occurred and is continuing and the applicable provisions Administrative Agent has or the Required Lenders have determined in its or their sole discretion and notified the Company as to permit such continuation, and provided further that if the Company (on its own behalf or on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the term "immediately preceding proviso such Euro-denominated Loans shall be automatically continued as Eurocurrency Loans having an Interest Period" set forth in subsectionPeriod of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election substantially in the form of Exhibit J (a "Notice of Conversion") (which notice must be received by the Agent by at least 11:00 a.m., New York City time, three Business Days prior to such 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 Company Borrower may elect from time to time to convert outstanding Alternate Base Rate 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 (which notice must be received by the Agent by at least 11:00 a.m., New York City time, three Business Days prior to 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 the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Commitment Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall fail to give 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 Alternate Base Rate Loans on the last day of such then expiring Interest Period. The Agent agrees to notify the Lenders of any notice of continuation referred to herein received by the Agent.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or the Required Majority Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 4.3 shall not have been violated violated, and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company 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 subsectionsubsection 1.1, 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 or the Majority Lenders have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable; and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall, subject to the preceding proviso, be automatically continued as such, with the length of the next Interest Period to be 30 days. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by the Borrower Representative giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior to 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 Company Borrowers may elect from time to time to convert outstanding Base Rate Revolving Credit Loans (in whole or in part) from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time at least two (2) Business Days’ prior to 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 Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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 (other than any Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Required Lenders have determined Parent Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionSubsection 1.1, 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, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date, and provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' Day’s prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Base Rate 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination 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 Company Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Credit Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by the Borrower Representative giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection prior to 1:00 P.M., provided that any New York City time two Business Days prior to such conversion of Eurodollar Loans election (or such shorter period as may only be made on agreed by the last day of an Interest Period with respect theretoAdministrative Agent in its reasonable discretion). The Company Borrowers may elect from time to time to convert outstanding Base Rate Revolving Credit Loans (in whole or in part) from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent at least three Business Days' prior irrevocable notice of such electionelection prior to 1:00 P.M., New York City time at least three (3) Business Days prior to such election (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion). 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 Base Rate or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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 (other than any Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Required Lenders have determined Parent Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionSubsection 1.1, 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, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to the applicable Termination Date, and provided, further, that if the Borrower Representative shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided that in the event any such conversion of Eurodollar Loans may only be is not made on the last day of an Interest Period with Period, the Company shall be obligated to reimburse the Lenders in respect theretothereof pursuant to Section 6.14. The Company may elect from time to time to convert outstanding Base Rate ABR 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 41 35 promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, 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, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate or the date final payment is due on 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 Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 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 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 and provided, further, that if the Company 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 Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate 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 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that in its or their sole discretion not to permit such conversion is not appropriate, conversions or (ii) any such conversion may only be made ifwith respect to Revolving Credit Loans, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the final scheduled termination or maturity date of the Revolving Credit Termination DateFacility and with respect to Term Loans, if any, after the date that is one month prior to the final scheduled maturity date of such Term Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans 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 in accordance its or their sole discretion not to permit such continuations or (ii) with respect to Revolving Credit Loans, after the applicable provisions date that is one month prior to the final scheduled termination or maturity date of the term "Revolving Credit Facility and with respect to Term Loans, if any, after the date that is one month prior to the final scheduled maturity date of such Term Loans; and provided, further, that if the Borrower shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company applicable Borrower may elect from time to time to convert outstanding Eurodollar Convert Eurocurrency Loans (denominated in whole or in part) United States Dollars to Base Rate Loans or Convert Eurocurrency Loans denominated in Canadian Dollars to Prime Rate Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the Facility of the Loans to be Converted and the amount and the date such Conversion is to be made; provided that any such conversion Conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Company applicable Borrower may elect from time to time to convert outstanding Convert Base Rate Loans (in whole or in part) Prime Rate Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of conversion Conversion to Eurodollar Eurocurrency Loans shall specify the Facility of the Loans to be Converted, the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Relevant Facility Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans, Base Rate Loans and Base or Prime Rate Loans may be converted Converted as provided herein, ; provided that (i) no Base Rate Loan or Prime Rate Loan may be converted Converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have reasonably determined that such conversion a Conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan or Prime Rate Loan may be converted Converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Revolving Credit Applicable Facility Termination Date.. USActive 56005294.156005294.9 -143- (b) Any Eurodollar Eurocurrency Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Company applicable Borrower giving notice to the Administrative Agent irrevocable notice (in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time), at its New York office, in each case, three (3) Business Days before the date such Eurocurrency Loans are to be Continued, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with Loans. If the applicable provisions Borrower fails to give timely notice requesting a Continuation, then the applicable Loans shall be converted to Base Rate Loans (in the case of any Loans denominated in United States Dollars) or Prime Rate Loans (in the case of any Loans denominated in Canadian Dollars). Any automatic Conversion to Base Rate Loans or Prime Rate Loans shall be effective as of the term "last day of the Interest Period" set forth Period then in subsectioneffect with respect to the applicable Eurocurrency Loans.

Conversion and Continuation Options. (a) The Company Each Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' ’ prior irrevocable notice of such election; provided, provided that any such conversion of Eurodollar Loans may only be made which does not occur on the last day of an Interest Period with respect theretoshall be subject to Section 3.13. The Company Each Borrower may elect from time to time to convert outstanding Base Rate ABR 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 Base ABR 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 or the Required Lenders have has determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect theretothereof, subsection 6.3 Section 3.6 shall not have been violated and (iii) contravened. For the avoidance of doubt, no Base Rate Loan may conversion of Eurocurrency Loans shall be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepermitted hereunder. (b) Any Eurodollar Loans or Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company relevant Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan or Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, Section 3.6 would be contravened or (iii) after the date that is one month prior to the Revolving Termination Date or the Incremental Term Loan Maturity Date, as applicable, and provided, further, that, with respect to Eurodollar Loans only, if the relevant Borrower shall fail to give any required notice as described above in accordance with this subsection 3.5(b) or if such continuation is not permitted pursuant to the applicable provisions preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, substantially in the form of and containing the information prescribed by Exhibit I-3, (a “Conversion Notice”) no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three a Conversion Notice no later than 11:00 A.M., New York City time, on the third Business Days' prior irrevocable notice of such election. Any such notice of Day preceding the proposed conversion to Eurodollar Loans date (which Conversion Notice 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has, or the Required Lenders have have, determined that in its or their sole discretion not to permit such conversion is not appropriate, conversions or (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Upon receipt of any such Conversion Notice the Administrative Agent shall promptly notify each 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 Company giving irrevocable notice to the Administrative Agent Agent, substantially in the form of and containing the information prescribed by Exhibit I-3, (a “Continuation Notice”), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loan, 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 not to permit such continuations or (ii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall fail to give any required Continuation Notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans in accordance with shall be converted automatically to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such Continuation Notice the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar LIBOR Loans (in whole or in part) to Base Rate Loans under the Tranche A Revolving Facility, by giving the General Administrative Agent and, during the Borrower Notification Period, the Collateral Agent at least two Business Days' prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar LIBOR Loans under the Tranche A Revolving Facility by giving the General Administrative Agent and, during the Borrower Notification Period, the Collateral Agent at least three Business Days' prior irrevocable notice of such election. 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 General Administrative Agent shall promptly notify each affected Lender thereofthereof unless the provisions of subsections 2.5, 4.3(g) and (h) and 4.9(e) and (f) are in effect, in which case such provisions shall govern. All or any part of outstanding Eurodollar LIBOR Loans and Base Rate Loans under the Tranche A Revolving Facility may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar LIBOR Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or and, during the Required Lenders have Borrower Notification Period, the Collateral Agent has determined in its sole discretion that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the General Administrative Agent of and, during the length of Borrower Notification Period, the next Interest Period to be applicable to such Loans Collateral Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the General Administrative Agent and, during the Borrower Notification Period, the Collateral Agent has determined in its sole discretion that such a continuation is not appropriate or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the General Administrative Agent shall promptly notify each Lender thereof unless the provisions of subsections 2.5, 4.3(g) and (h) and 4.9(e) and (f) are in effect, in which case such provisions shall govern.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert outstanding Base Rate ABR 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 relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Base Rate 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 or Lenders holding the Required Lenders majority of the outstanding principal amount of Loans have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 5.3 shall not have been violated and violated, (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company 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 subsectionsubsection 1.1, 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 or Lenders holding the majority of the outstanding principal amount of Loans of such Class have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 5.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and PROVIDED, FURTHER, that if the 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 Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent an irrevocable notice substantially in the form of Exhibit G-2 (a "Notice of ----------- Conversion/Continuation"), at least two one Business Days' Day prior irrevocable notice of to 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 Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole to Eurodollar Loans or in part) to continue Eurodollar Loans as Eurodollar Loans by giving the Administrative Agent a Notice of Conversion/Continuation at least three Business Days' prior irrevocable notice of to such election. Any such notice Notice of conversion Conversion/Continuation to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan if the Interest Period selected therefor would expire after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent three Business Days prior to the expiration of the then current Interest Period, of the length of the next Interest Period to be applicable to such Loans Eurodollar Loans, determined in accordance with the applicable provisions of the term "Interest Period" for Eurodollar Loans set forth in subsectionSection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Section 4.5(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice (which may be telephonic) of such election. Any such election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or Interest Periods therefor. Upon receipt of any such notice continuation, whereupon the Administrative Agent shall promptly give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans the Borrower (which notice may be converted as provided hereinby telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided provided, further that (i) no Base Rate Loan may be converted into to a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Majority Lenders have determined that in its or their sole discretion not to permit such conversion is not appropriate, conversions or (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after during the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) Any The Borrower may elect to continue any Eurodollar Loans may be continued Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans in accordance with shall be converted automatically to Base Rate Loans on the applicable provisions last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the term "Interest Period" set forth in subsectionBorrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Term Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Base Rate Term Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate Term 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 the Required Lenders have determined given notice to the Borrower that no such conversion is not appropriateconversions may be made, and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Term Loan Maturity Date. (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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Term Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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 Lenders have given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Term Loan Maturity Date, and provided, further, that if the 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 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 Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, which may be given by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each Loan Notice must be received by the Administrative Agent no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 election no later than 11:00 A.M., New York City time, on the third Business Day preceding 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Majority Facility Lenders in respect of such Facility have determined that in its or their sole discretion not to permit such conversion is not appropriate, (ii) conversions. Upon receipt of any such conversion may only be made if, after giving effect thereto, subsection 6.3 Loan Notice the Administrative Agent shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepromptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent (which may be given by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such Loan Notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrowers may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving having the Borrowers’ Representative give the Administrative Agent at least two one Business Days' Day’s 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 Company Borrowers’ Representative may elect from time to time to convert outstanding Base Rate ABR 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 Base Rate ABR Loans may be converted as provided herein, 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, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrowers’ Representative giving notice to the Administrative 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 subsectionthe

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar EurodollarSOFR Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent at least three U.S. Government Securities Business Days' ’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar EurodollarSOFR 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 EurodollarSOFR Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar EurodollarSOFR 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, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar EurodollarSOFR Loan after the date that is one month prior to the Revolving Credit Termination Date. No Multicurrency Loan or CAF Advance may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (b) Any Eurodollar EurodollarSOFR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no 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 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, and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted, suchSOFR Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection by 9:00 A.M., Los Angeles, California time, three Business Days preceding the day on which such conversion is to occur, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Loans by giving prior irrevocable notice to the Administrative Agent at least by 9:00 A.M., Los Angeles, California time, three Business Days' Days prior irrevocable to such conversion (which notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans in accordance with shall be automatically converted to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Term Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Base Rate Term Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate Term 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 the Required Lenders have determined given notice to the Borrower that no such conversion is not appropriateconversions may be made, and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination DateNon-Extended Term Loan Maturity Date (in the case of conversions of Non-Extended Term Loans) or the Extended Term Loan Maturity Date (in the case of conversions of Extended 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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Term Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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 Lenders have given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Non-Extended Term Loan Maturity Date (in the case of continuations of Non-Extended Term Loans) or the Extended Term Loan Maturity Date (in the case of continuations of Extended Term Loans), and provided, further, that if the 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 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 Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 11:00 A.M., provided that any such conversion of Eurodollar Loans may only be made New York City time, on the last day of an Interest Period with respect theretoBusiness Day preceding the proposed conversion date. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that 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 Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (that are LIBOR Loans denominated in whole or in part) Dollars to Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert outstanding Base Rate Loans (to LIBOR Loans denominated in whole or in part) to Eurodollar Loans Dollars by giving the Administrative Agent at least three Business Days' ’ prior irrevocable notice of such election. 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 Bank thereof. All or any part of outstanding Eurodollar LIBOR Loans denominated in Dollars and Base Rate Loans may be converted as provided herein, ; provided that (i) no Base Rate 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 or the Required Lenders Majority Banks have determined that to not permit such conversion is not appropriate, a conversion; (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.8 shall not have been violated contravened; and (iii) no Base Rate Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the Revolving Credit final Termination Date. For purposes of this subsection, any reference to a Base Rate Loan shall be deemed to exclude any Swing Line Loan. (b) Any Eurodollar Revolving Credit Loans that are LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving at least three Business Days’ prior irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with Loans; provided that no LIBOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the applicable provisions Administrative Agent or the Majority Banks have determined to not permit such a continuation; (ii) if, after giving effect thereto, subsection 2.8 would be contravened; or (iii) after the date that is one month prior to the final Termination Date. Upon receipt of any such notice the term "Interest Period" set forth in subsectionAdministrative Agent shall promptly notify each Bank thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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; provided that until the date that is one month after the Closing Date, Eurodollar Loans may be made only for one month Interest Periods. 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or Lenders holding the Required Lenders majority of the outstanding principal amount of Loans of such Type have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 4.3 shall not have been violated violated, and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative 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

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Convert Eurodollar Loans (in whole or in part) to Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Convert Base Rate 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 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 Base Rate Loans may be converted Converted as provided herein, provided that (i) no Base Rate Loan may be converted 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 conversion a Conversion is not appropriate, (ii) any such conversion Conversion may only be made if, after giving effect thereto, subsection Section 6.3 shall not have been violated contravened, and (iii) no Base Rate Loan may be converted Converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term Loans and Acquisition Loans). (b) Any Eurodollar Loans Loan may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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, (ii) if, after giving effect thereto, Section 6.3 would be contravened or (iii) 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 (in the case of Continuations of Term Loans and Acquisition Loans) and provided, further, that if the Borrower shall fail to give such notice or if such Continuation is not permitted pursuant to this Section 6.2, such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided provided, that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in partother 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 or Base Rate Loans (other than Swing Line 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 Required Term Loan Lenders or the Required Lenders Revolving Credit Lenders, as applicable, have determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (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). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 Required Term Loan Lenders or the Required Revolving Credit Lenders, as applicable, have determined that such a continuation is not appropriate or (ii) after the date that is one month or 30 days prior to, respectively, 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 (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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two three (3) Business Days' ’ irrevocable prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three (3) Business Days' ’ irrevocable 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 notice, the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Base Rate Loans may be converted as provided herein, ; provided that (i) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred is continuing, and is continuing and the Administrative Agent or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Revolving Credit Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.01, of the length of the next Interest Period to be applicable to such Loans Loan; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Default or Event of Default is continuing, or (ii) after the date that is one (1) month prior to the Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in accordance with this Subsection 2.06(b) or if such continuation is not permitted pursuant to the applicable provisions preceding proviso, then such Eurodollar Revolving Credit Loan shall be automatically converted to an Base Rate Loan on the last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrowers may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving having the Borrowers’ Representative give the Administrative Agent at least two one Business Days' Day’s 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 Company Borrowers’ Representative may elect from time to time to convert outstanding Base Rate ABR 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 Base Rate ABR Loans may be converted as provided herein, 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, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrowers’ Representative giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no 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 and provided, further, that if the Borrowers’ Representative shall fail to give such notice or if such continuation is not permitted such Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection by 9:00 A.M., Los Angeles, California time, three Business Days preceding the day on which such conversion is to occur, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Loans by giving prior irrevocable notice to the Administrative Agent at least by 9:00 A.M., Los Angeles, California time, three Business Days' Days prior irrevocable to such conversion (which notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans in accordance with shall be automatically converted to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or Lenders holding the Required Lenders majority of the outstanding principal amount of Loans of such Type have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 4.3 shall not have been violated violated, and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative 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 subsectiondetermined

Conversion and Continuation Options. (a) The Subject to subsection 4.12, the Company may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 2:00 P.M., New York City time, at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The Company may elect from time to time to convert outstanding all or a portion of the Alternate Base Rate Loans (in whole or in partother than Swing Line Loans) then outstanding 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 be received by the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided hereinprior to 2:00 P.M., provided that (i) no Base Rate Loan may be converted into New York City time, at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor, and, unless a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that given written notice thereof to the Company, such conversion shall be made on the requested conversion date or, if such requested conversion date is not appropriatea Business Day, on the next succeeding Business Day. Upon receipt of any notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Loans (iiother than Swing Line Loans) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into as provided herein, provided that partial conversions of Alternate Base Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan after the date that is Loans outstanding in respect of any one month prior to the Revolving Credit Termination DateInterest Period shall be at least $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such 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 or the Required Lenders have, by written notice to the Company, determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be contravened or (iii) after the date that is one month prior to the Revolving Termination Date (in the case of continuations of Revolving Loans in accordance with or Additional Revolving Loans) or the applicable provisions Maturity Date of the term "Tranche B Term Loans, as applicable; provided further that, the Interest Period" set forth in subsectionPeriod applicable to Converted Term Loans that are Eurodollar Loans shall be deemed to commence on the Closing Date, and the Interest Period applicable thereto immediately prior to such conversion shall be deemed to expire on the Closing Date (it being understood that accrued interest will be due on the Closing Date with respect to such Loans).

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' Day’s prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Base Rate 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination 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 Company Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that: no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Revolving Credit Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Convert Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day's prior irrevocable notice of such election, provided 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 Company Borrower may elect from time to time to convert outstanding Convert Base Rate 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 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 Base Rate Loans may be converted Converted as provided herein, provided that (i) no Base Rate Loan may be converted 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 in their sole discretion that such conversion is a Conversion shall not appropriatebe permitted, (ii) any such conversion Conversion may only be made if, after giving effect thereto, subsection 6.3 Section 5.3 shall not have been violated contravened, and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term 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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 in their sole discretion that such a Continuation shall not be permitted, (ii) if, after giving effect thereto, Section 5.3 would be contravened or (iii) 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 (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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' Day's prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Base Rate 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination Date. (ba) Any Eurodollar Revolving Credit Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Revolving Credit Loans; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph, or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or Lenders holding the Required Lenders majority of the outstanding principal amount of Loans of such Type have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 4.3 shall not have been violated violated, and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company 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 subsectionsubsection 1.1, 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 or Lenders holding the majority of the outstanding principal amount of Loans of such Class have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date; and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso, such Eurodollar Loans shall, subject to the preceding proviso, be automatically continued as such, with the length of the next Interest Period to be 30 days. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Revolving Credit Loans that are Eurodollar Loans (denominated in whole or in part) Dollars to Base Rate Loans ABR Loans, by giving the Administrative Agent at least 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 thereto. The Company may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar Loans denominated 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 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 denominated in Dollars and Base Rate ABR Loans may be converted as provided herein, 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 or the Required Lenders Majority Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.8 shall not have been violated contravened and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit final Termination Date. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line 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 Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the applicable provisions Administrative Agent or the Majority Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be contravened or (iii) after the date that is one month prior to the final Termination Date. Upon receipt of any such notice the term "Interest Period" set forth in subsectionAdministrative Agent shall promptly notify each Bank thereof.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Eurocurrency Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection not later than 11:00 A.M., New York City time, one Business Day prior to the date of conversion, 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 Company may elect from time to time to convert outstanding Base Rate ABR Loans (to Eurocurrency Loans denominated in whole or in part) to Eurodollar Loans Dollars by giving the Administrative Agent 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 ) not later than 11:00 A.M., New York City time, three Business Days prior to the date of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided hereinconversion, provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Eurocurrency Loan denominated in Dollars when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that in its or their sole discretion not to permit such conversion is not appropriate, (ii) conversions. Upon receipt of any such conversion may only be made if, after giving effect thereto, subsection 6.3 notice the Administrative Agent shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepromptly notify each relevant Lender thereof. (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 Company relevant Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Company shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso any such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and, if the relevant Foreign Subsidiary Borrower shall fail to give such notice of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company may Borrower may, subject to paragraph (b) below, elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection prior to 11:00 A.M. on the date of 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 Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate 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 or has notified the Required Lenders have Borrower that it has determined that such a conversion is not appropriate, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar 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 notified the Borrower that it has determined that such a continuation is not appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give such notice or if such 59 continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Term Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Base Rate Term Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Term 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 or has given notice to the Required Lenders have determined Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination DateTranche A Term Loan Maturity Date (in the case of conversion ofconversions of Tranche A Term Loans) or the Tranche B Term Loan Maturity Date (in the case of conversions of Tranche B 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 Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Term Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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 given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Tranche A Term Loan Maturity Date (in the case of continuations of Tranche A Term Loans) or the Tranche B Term Loan Maturity Date (in the case of continuations of Tranche B Term Loans), and provided further, that if the 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 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 Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert outstanding Eurodollar Eurocurrency Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 11:00 A.M., provided that any such conversion of Eurodollar Loans may only be made Local Time, on the last day of an Interest Period with respect theretoBusiness Day preceding the proposed conversion date. The Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert outstanding Base Rate ABR Loans (in whole to Eurocurrency Loans or in part) to Eurodollar convert Eurocurrency Loans into Eurocurrency Loans having a different Interest Period by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such election no later than 11:00 A.M., Local Time, on the third Business Day preceding 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Eurocurrency Loan and no Eurocurrency Loan may be converted into a Eurocurrency Loan having a different Interest Period when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that in its or their sole discretion and notified the Company not to permit such conversion is not appropriate, (ii) conversions. Upon receipt of any such conversion may only be made if, after giving effect thereto, subsection 6.3 notice the Administrative Agent shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepromptly notify each relevant Lender thereof. (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 Company (on its own behalf or on behalf of any other Borrower) giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, (i) provided that no Eurocurrency Loan denominated in Dollars may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion and notified the Company not to permit such continuations and, and provided, further, that if the Company (on its own behalf or on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) provided that no Eurocurrency Loan denominated in accordance Euro may be continued with an Interest Period in excess of one month when any Event of Default has occurred and is continuing and the applicable provisions Administrative Agent has or the Required Lenders have determined in its or their sole discretion and notified the Company as to permit such continuation, and provided further that if the Company (on its own behalf or on behalf of any other Borrower) shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the term "immediately preceding proviso such Euro-denominated Loans shall be automatically continued as Eurocurrency Loans having an Interest Period" set forth in subsectionPeriod of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' ’ prior irrevocable notice of such electionelection (which notice may be given by telephone confirmed promptly 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 Company Other than with respect to Swing Line Loans which shall at all times be Base Rate Loans, the Borrower may elect from time to time to convert outstanding Base Rate 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 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 therefore and Base Rate Loans may be converted as provided hereingiven by telephone confirmed promptly in writing), provided that (i) no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Facility Lenders in respect of such Facility have determined that in its or their sole discretion not to permit such conversion is not appropriate, conversions or (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datefinal scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent (which notice may be given by telephone confirmed promptly in writing), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no 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 Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans in accordance with shall be automatically converted to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection (which notice may be given by telephone confirmed promptly 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 Company Other than with respect to Swing Line Loans which shall at all times be Base Rate Loans, the Borrower may elect from time to time to convert outstanding Base Rate 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 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 therefore and Base Rate Loans may be converted as provided hereingiven by telephone confirmed promptly in writing), provided that (i) no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Facility Lenders in respect of such Facility have determined that in its or their sole discretion not to permit such conversion is not appropriate, conversions or (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datefinal scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to (which notice may be applicable to such Loans given by telephone confirmed promptly in writing), in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the Borrower shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Eurocurrency Loans (denominated in whole or in part) Dollars to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Eurocurrency Loans denominated in Dollars may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (to Eurocurrency Loans denominated in whole or in part) to Eurodollar Loans Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan denominated in Dollars under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans denominated in accordance with Dollars shall be automatically converted to ABR Loans on the applicable provisions last day of such then expiring Interest Period and, if the term "Borrower shall fail to give such notice of continuation of a Multicurrency Revolving Loan, such Multicurrency Revolving Loan shall be automatically continued for an Interest Period" set forth in subsectionPeriod of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender and, if applicable, the Multicurrency Administrative Agent thereof.

Conversion and Continuation Options. With respect to Revolving Credit Loans: (a) The Company Borrower may elect from time to time to convert outstanding its Eurodollar Loans (in whole or in part) to Base Reference Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection by 11:00 A.M. on a Business Day, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base its Reference Rate 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 the outstanding Eurodollar Loans and Base Reference Rate Loans may be converted as provided herein, provided that (i) no Base Rate Revolving Credit Loan may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or Agent, at the request of the Required Lenders have determined that in their sole discretion, notifies the Borrower such conversion is conversions shall not appropriatebe permitted, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and Section 2.7 would be contravened, or (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month week prior to the last occurring Commitment Termination Date; provided further, that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurodollar Loan is not repaid, such Revolving Credit Termination DateLoans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent Agent, in accordance with the appropriate notification provisions therefor set forth in Section 2.6(a), 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 in its or their sole discretion not to permit such conversions, (ii) if, after giving effect thereto, Section 2.7 would be contravened, or (iii) after the date that is one month prior to the Commitment Termination Date; provided further, that if the Borrower shall fail to give any required notice as described above in this Section 2.6 or if such continuation is not permitted pursuant to the preceding proviso, such Revolving Credit Loans in accordance with shall automatically be converted to Reference Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. (c) The conversion or continuation of Loans as herein provided shall not constitute the making of new Loans hereunder.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice in a Notice of Conversion/Continuation of such electionelection no later than 10:00 A.M. on the Business Day preceding the proposed conversion date; provided that, provided that if any such conversion of Eurodollar Loans may only be made shall occur on a date other than the last day of an Interest Period with respect thereto, the Borrower shall pay any amounts owing pursuant to Section 2.21. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar 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 third Business Day preceding 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 Base Rate Loans may be converted as provided herein, ); provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and continuing. Upon receipt of any such notice, the Administrative Agent or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Datepromptly notify each relevant Lender thereof. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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 when any Event of Default has occurred and is continuing; provided further that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent at least 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 thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate Interim 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, appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Interim Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower, giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Interim 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 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, and provided, further, that if the Borrower shall fail to give such notice or if such continuation is not permitted, such Interim Loans in accordance with shall be automatically converted to ABR Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time, at least two Business Days' ’ prior irrevocable notice of such electionthereto, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower may elect from time to time to convert outstanding Base Rate ABR 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 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 Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate 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 or the Required Lenders have determined that in its or their sole discretion not to permit such conversions. Each telephonic notice by the Borrower pursuant to this Section 2.7(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to Eurodollar Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof and the amount of its Percentage of such conversion is not appropriateof Revolving Loans. Notwithstanding anything to the contrary herein, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate a Swingline Loan may not be converted into to a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateLoan. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) no Eurodollar Loan under the Revolving Credit Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and (ii) any such continuation of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, and provided, further, that if the Borrower shall fail to give 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. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. Each telephonic notice by the Borrower pursuant to this Section 2.7(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a continuation of Eurodollar Loans in accordance with any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof, the amount of its Percentage of the applicable provisions Revolving Loans and, if applicable, the details of any automatic conversion to ABR Loans described in the term "Interest Period" set forth in subsectionimmediately preceding proviso.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day’s prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Base Rate 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 election by delivery to the Administrative Agent of a Eurodollar Notice (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that 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 any Agent has, or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company giving irrevocable notice to the Administrative Agent in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period 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 any Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided further that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans in accordance with shall be converted automatically to Base Rate Loans on the applicable provisions last day of the term "such then expiring Interest Period" set forth in subsection. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company applicable Borrowers may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (from Eurocurrency Loans made or outstanding in whole or in part) Dollars to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection prior to 11:00 a.m. (New York time) on the second Business Day prior to such conversion, 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 Company Borrowers may elect from time to time to convert outstanding Base Rate Revolving Credit Loans (in whole or in part) from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such electionelection prior to 11:00 a.m. (New York time) on the third Business Day prior to such conversion. 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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 or has given notice to the Required Lenders have determined applicable Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Date. (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 Company applicable Borrowers giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Loan, determined in accordance with the applicable provisions of the term "“Interest Period" ” set forth in subsectionsubsection 1.1, provided that no 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, in the case of any Default, the Administrative Agent has given notice to the applicable Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date, and provided, further, that in the case of Eurocurrency Loans made or outstanding in Dollars if the applicable Borrower shall fail to give 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 subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two one Business Days' Day's prior irrevocable notice of such election, provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Revolving Credit 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 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 Bank thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and unless the Administrative Agent or the Required Lenders Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.12 shall not have been violated contravened and (iii) no Base Rate Revolving Credit Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination Maturity 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 Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, of the length of the next Interest Period to be applicable to such Loans, PROVIDED that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.12 would be contravened or (iii) after the date that is one month prior to the Maturity Date. If the Company shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such 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 Company Borrower may elect from time to time to convert outstanding Alternate Base Rate Loans (in whole or in part) 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 Alternate Base Rate Loans may be converted as provided herein, 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 or the Administrative Agent has or the Required Lenders Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any The Borrower may elect to continue all or any portion of any Eurodollar Loans Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; provided that no Eurodollar Loan may be continued as such upon when any Event of Default has occurred and is continuing or the expiration of Agent has or the then current Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto by the Company giving notice to the Administrative 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 subsectionsubsection 2.2.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate Loans by giving the Administrative Agent at least two 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 Company Borrower may elect from time to time to convert outstanding Alternate Base Rate 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 or Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent continuing, or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Maturity Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionAnnex A, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when any Default has occurred and is continuing, or after the date that is one month prior to the Maturity Date and provided, further, that if the Borrower shall fail to give 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 Alternate Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such electionelection no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto provided, further, that the Borrower shall not, at any time, be permitted to convert a Eurodollar Loan that is an Alternate Currency Loan into a Base Rate Loan. The Company Borrower may elect from time to time to convert outstanding Base Rate 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 election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso (i) such Eurodollar Loans in accordance that are Dollar Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period and (ii) such Eurodollar Loans that are Alternate Currency Loans shall be continued as Eurodollar Loans with an Interest Period of 1 month. Upon receipt of any such notice the applicable provisions of the term "Interest Period" set forth in subsectionAdministrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Gannett may elect from time to time to convert outstanding Eurodollar Revolving Credit Loans (in whole or in part) and Eurodollar Term Loans to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days' Day’s prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Company Gannett may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar Revolving Credit Loans or Eurodollar Term 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 Revolving Credit Loans or Eurodollar Term 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 Revolving Credit Loans, Eurodollar Term Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Base Rate Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such conversion is not appropriatecontinuing, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit applicable Termination Date and (iii) no Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the applicable Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Administrative 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

Conversion and Continuation Options. (a) The Company may elect from time to time to convert outstanding Revolving Credit Loans that are Eurodollar Loans (denominated in whole or in part) Dollars to Base Rate Loans ABR Loans, by giving the Administrative Agent at least 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 thereto. The Company may elect from time to time to convert outstanding Base Rate ABR Loans (in whole or in part) to Eurodollar Loans denominated 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 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 denominated in Dollars and Base Rate ABR Loans may be converted as provided herein, 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 or the Required Lenders Majority Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 2.8 shall not have been violated contravened and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line 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 Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans in accordance with Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the applicable provisions Administrative Agent or the Majority Banks have determined that such a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be contravened or (iii) after the date that is one month prior to the Termination Date. Upon receipt of any such notice the term "Interest Period" set forth in subsectionAdministrative Agent shall promptly notify each Bank thereof.

Conversion and Continuation Options. (a) The Company Parent Borrower may elect from time to time to convert outstanding Eurodollar Term Loans (in whole or in part) from Eurocurrency Loans to Base Rate ABR Loans by giving the Administrative Agent at least two 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 Company Parent Borrower may elect from time to time to convert outstanding Base Rate Term Loans (in whole or in part) 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 Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Term 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 or has given notice to the Required Lenders have determined Parent Borrower that no such conversion is not appropriate, conversions may be made and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination DateMaturity Date therefor. (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 Company Parent Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Term Loan, determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, provided that no 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, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date therefor, and provided, further, that if the applicable Borrower shall fail to give 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 subsection 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the Administrative Agent an irrevocable notice substantially in the form of Exhibit G-2 (a "Notice of Conversion/Continuation"), at least two one Business Days' Day prior irrevocable notice of to 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 Company Borrower may elect from time to time to convert outstanding Base Rate ABR Loans (in whole to Eurodollar Loans or in part) to continue Eurodollar Loans as Eurodollar Loans by giving the Administrative Agent a Notice of Conversion/Continuation at least three Business Days' prior irrevocable notice of to such election. Any such notice Notice of conversion Conversion/Continuation to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, 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 or the Required Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan if the Interest Period selected therefor would expire after the date that is one month prior to the Revolving Credit Termination Date. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving irrevocable notice to the Administrative Agent three Business Days prior to the expiration of the then current Interest Period, of the length of the next Interest Period to be applicable to such Loans Eurodollar Loans, determined in accordance with the applicable provisions of the term "Interest Period" for Eurodollar Loans set forth in subsectionSection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this Section 4.5(b), the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Company U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two one Business Days' Day's 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 unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The Company U.S. Borrower may elect from time to time to convert outstanding Base Rate ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General 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 General Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Base Rate ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Required Majority Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 9.3 shall not have been violated and violated, (iii) no Base Rate ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company U.S. Borrower giving notice to the General Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionsubsection 1.1, 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 or the Majority Lenders have determined that such continuation is not appropriate, (ii) if, after giving effect thereto, subsection 9.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. Borrower shall fail to give such notice or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrower may elect from time to time to convert outstanding Convert Eurodollar Loans (in whole or in part) to Base Rate Loans Loans, by giving the Administrative Agent at least two three Business Days' prior irrevocable notice of such election, election by delivery of a Conversion Notice; 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 Company Borrower may elect from time to time to convert outstanding Convert Base Rate 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 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 Base Rate Loans may be converted Converted as provided herein, provided that (i) no Base Rate Loan may be converted 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 conversion a Conversion is not appropriate, (ii) any such conversion Conversion may only be made if, after giving effect thereto, subsection Section 6.3 shall not have been violated contravened, and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term Loans and Acquisition Loans). (b) Any Eurodollar Loans Loan may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Borrower giving at least three Business Days' prior notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 in their sole discretion that such a Continuation is not appropriate, (ii) if, after giving effect thereto, Section 6.3 would be contravened or (iii) 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 (in the case of Continuations of Term Loans and Acquisition 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 Base Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Company Borrowers may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans by the Designated Borrower giving the Administrative Agent at least 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 thereto. The Company Borrowers may elect from time to time to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar Loans by the Designated Borrower 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, the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, 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 in its or their sole discretion not to permit such a conversion is not appropriate, and (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to (i) the Revolving Credit Termination Date, with respect to the Tranche A Loans and (ii) the Tranche B Termination Date, with respect to the Tranche B Term Loans. (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company Designated Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsectionSection 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 in its or their sole discretion not to permit such a continuation or (ii) after the date that is one month prior to (A) the Revolving Credit Termination Date, with respect to the Tranche A Loans or (B) the Tranche B Termination Date, with respect to the Tranche B Term Loans, and provided, further, that if the Designated Borrower shall fail to give 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 Base Rate Loans on the last day of such then expiring Interest Period.