Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. (a) The Borrower may elect (i) on any Business Day to convert Prime Rate Loans (other than Swing Loans) or any portion thereof to BA Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Rate Loans or any portion thereof into Prime Rate Loans or to continue such BA Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Rate Loans, the applicable Interest Period, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing, no conversion in whole or in part of Prime Rate Loans to BA Rate Loans, and no continuation in whole or in part of BA Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least (x) three (3) Business Days’ prior written notice specifying in the case of a conversion to, or continuation of, Eurodollar Rate Loans or (iy) one Business Day’s prior written notice in the case of a conversion to Base Rate Loans, each such notice specifying, as applicable, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to to, or a continuation of BA of, Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, (A) to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or (B) to continue such BA Eurodollar Rate Loans Loans, or any portion thereof thereof, for an additional Interest Period; provided, however, that (i) the aggregate amount of the BA Base Rate Loans for each Interest Period must be in the amount of at least $3,000,000 500,000 or an integral multiple of $100,000 in excess thereof and (ii) the aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in the amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Base Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Seller may elect (i) at any time on any Business Day Day, to convert Prime Capital Investments bearing Yield at the Citicorp Base Rate Loans (other than Swing LoansPurchases and Reimbursement Obligations) or any portion thereof to BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans, or and (ii) at the end of any applicable Interest Yield Period, to convert BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans or any portion thereof into Prime Capital Investments bearing Yield at the Citicorp Base Rate Loans or to continue such BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans or any portion thereof for an additional Interest Yield Period; provided, however, that the aggregate amount of the BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans for each Interest Yield Period must be in the an amount of at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 2,500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans Capital Investments of each Lender Purchaser in accordance with such LenderPurchaser’s Ratable Portion. (b) Receivable Interest. Each such election shall be in substantially the form of Exhibit F hereto I (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) 3 Business Days’ prior written notice specifying (iA) the amount and type of Loan Capital Investment being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Rate LoansCapital Investments bearing Yield at the Citicorp LIBO Rate, the applicable Interest Period, Yield Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender Purchaser of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Capital Investments bearing Yield at the Citicorp Base Rate Loans to BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans, and no continuation in whole or in part of BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loans upon the expiration of any applicable Interest Period, Yield Period shall be permitted at any time at which (Ai) a Default Potential Event of Termination or an Event of Default Termination shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Capital Investment bearing Yield at the Citicorp LIBO Rate would violate any of the provisions provision of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.16, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Seller containing a permitted election to continue any Loan that is a BA Capital Investments bearing Yield at the Citicorp LIBO Rate Loan for an additional Interest Yield Period or to convert any such LoanCapital Investments, then, upon the expiration of the applicable Interest Yield Period, such Loan will Capital Investments shall be automatically converted to a Prime Rate Loan. (e) Capital Investments bearing Yield at the Citicorp Base Rate. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Seller may elect (i) at any time on any Business Day Day, to convert Prime Capital Investments bearing Yield at the Applicable Base Rate Loans (other than Swing LoansPurchases) or any portion thereof to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, or and (ii) at the end of any applicable Interest Yield Period, to convert BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof into Prime Capital Investments bearing Yield at the Applicable Base Rate Loans or to continue such BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof for an additional Interest Yield Period; provided, however, that the aggregate amount of the BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans for each Interest Yield Period must be in the an amount of at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans Capital Investments of each Lender Purchaser in accordance with such LenderPurchaser’s Ratable Portion. (b) Receivable Interest. Each such election shall be in substantially the form of Exhibit F hereto H (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) 3 Business Days’ prior written notice specifying (iA) the amount and type of Loan Capital Investment being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Rate LoansCapital Investments bearing Yield at the Applicable LIBO Rate, the applicable Interest Period, Yield Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender Purchaser of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Capital Investments bearing Yield at the Applicable Base Rate Loans to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, and no continuation in whole or in part of BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans upon the expiration of any applicable Interest Period, Yield Period shall be permitted at any time at which (Ai) a Default Potential Event of Termination or an Event of Default Termination shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Capital Investment bearing Yield at the Applicable LIBO Rate would violate any of the provisions provision of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.16, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Seller containing a permitted election to continue any Loan that is a BA Capital Investments bearing Yield at the Applicable LIBO Rate Loan for an additional Interest Yield Period or to convert any such LoanCapital Investments, then, upon the expiration of the applicable Interest Yield Period, such Loan will Capital Investments shall, subject to Section 3.2, be automatically converted to continued as Capital Investments bearing Yield at the Applicable LIBO Rate with a Prime Rate Loan. (e) Yield Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify give to each Lender a notice by not later than 2:00 p.m. (New York time) on the date a Notice of its Conversion or Continuation has been delivered to the Administrative Agent pursuant to Section 2.11(a) above of the Administrative Agent’s receipt of a such Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans having an Interest Period of longer than one month shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans for each Interest Period must be in the amount of at least $3,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the applicable Term Loans and/or Revolving Loans which are the subject of such Notice of Conversion or Continuation, (B) the amount and type Type of Loan being converted or continued, (iiC) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiD) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Appropriate Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent or the Requisite Lenders may require by notice to the Borrower that no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each Borrower may elect (i) (A) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Swingline Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (iiB) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iw) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (iiy) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiz) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans or LMIR Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted permitted, and all LMIR Loans shall be converted into Base Rate Loans, at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions of Section 2.14. 2.13 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Parent Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto G (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate or otherwise not be permitted under any of the provisions of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.11 (Conversion/Continuation Option), the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000.00. Each conversion or continuation shall be allocated among the Loans subject to such conversion or continuation of each Applicable Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Applicable Administrative Agent at least three (3) Business Days’ prior written notice specifying specifying, in each case, (iA) the amount and type Type of Loan Loans being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Applicable Administrative Agent shall promptly notify each Applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at during which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) 2.17. If, within the time period required under the terms of this Section 2.112.14, the Applicable Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000.00. Each conversion or continuation shall be allocated among the Loans subject to such conversion or continuation of each Applicable Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Applicable Administrative Agent at least three (3) Business Days’ prior written notice specifying specifying, in each case, (iA) the amount and type Type of Loan Loans being converted or continued, (iiB) whether the Loans being converted or continued are Revolving Loans or Term Loans, (C) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiD) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Applicable Administrative Agent shall promptly notify each Applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at during which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) 2.17. If, within the time period required under the terms of this Section 2.112.14, the Applicable Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The With respect to each Eurocurrency Loan of any Borrower may elect (i) on any Business Day to convert Prime Rate Loans (other than Swing Loans) or any portion thereof to BA Rate Loansa Dollar Loan, or (ii) at the end of any applicable Interest Period with respect thereto such Eurocurrency Loan shall be continued as a Eurocurrency Loan for an additional Interest Period selected by such Borrower pursuant to a written notice (an “IP Notice”) delivered to the Agent at least three Business Days prior to the first day of such Interest Period; provided, however, that if such Borrower fails to specify an Interest Period for such Eurocurrency Loan, such Interest Period shall be one month. (b) With respect to Base Rate Loans and Eurocurrency Loans that are Dollar Loans of any Borrower other than Swing Loans, such Borrower may elect at any time to convert BA Base Rate Loans or any portion thereof to Eurocurrency Loans, and, at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Rate Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, howeverby delivering a written notice, that the aggregate amount of the BA Rate Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F C hereto (a “Notice of Conversion or Continuation”) and shall be made by giving ), to the Administrative Agent at least three (3) Business Days’ Days prior written notice to the proposed date of conversion or continuation specifying (i) the amount and type of Loan being converted conversion or continuedcontinuation, (ii) in the case of a conversion to or a continuation of BA Rate Eurocurrency Loans, the applicable Interest Period, Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Rate Eurocurrency Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing; provided, no conversion in whole or in part of Prime Rate however, that if, with respect to any Eurocurrency Loans to BA Rate Loans, and no continuation in whole or in part of BA Rate that are Dollar Loans upon the expiration of any applicable Interest PeriodBorrower, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) IfAgent does not receive, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the such Borrower containing a permitted election to continue any Loan that is a BA Rate Loan such Eurocurrency Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate LoanLoans. (ec) With respect to all Eurocurrency Loans, the aggregate of the Eurocurrency Loans of the same currency for each Interest Period therefor shall be in the amount of $500,000 or an integral multiple of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency determined in accordance with Section 2.16(c)). Each continuation of any Eurocurrency Loans of the same currency and each conversion or continuation of any Eurocurrency Loans of the same currency or of Base Rate Loans shall be allocated among such Loans of all Lenders ratably. The Agent shall promptly notify each Lender of its receipt of an IP Notice or a Notice of Conversion or Continuation and of the contents thereof. Each Notice of Conversion or Continuation and each IP Notice shall be irrevocable. (d) Notwithstanding the foregoing provisions of this Section 2.8, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Eurocurrency Loans that are Dollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing, and all Eurocurrency Loans that are in an Alternative Currency shall be of the duration therefor provided in Section 2.9(d).

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least (x) three (3) Business Days’ prior written notice specifying in the case of a conversion to, or continuation of, Eurodollar Rate Loans or (iy) one Business Day’s prior written notice in the case of a conversion to Base Rate Loans, each such notice specifying, as applicable, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to to, or a continuation of BA of, Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing, no conversion in whole or in part of Prime Rate Loans to BA Rate Loans, and no continuation in whole or in part of BA Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in complies with the amount provisions of $3,000,000 or an integral multiple of $1,000,000 in excess thereofSection 2.2(a). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the any Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each applicable Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, (A) to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or (B) to continue such BA Eurodollar Rate Loans or Peso TIIE Rate Loans, or any portion thereof thereof, for an additional Interest Period; provided, however, that (i) the aggregate amount of the BA Base Rate Loans for each Interest Period must be in the amount of at least $3,000,000 500,000 or an integral multiple of $100,000 in excess thereof, (ii) the aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in the amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof and (iii) the aggregate amount of the Peso TIIE Rate Loans for each Interest Period must be in the amount of at least P5,000,000 or an integral multiple of P1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative applicable Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). The Administrative b) Each Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three two (32) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent or the Requisite Lenders may require, by notice to the Borrower, that no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing continuing, or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Swing Advances shall be automatically converted to Base Rate Loans on the Business Day following the date of borrowing thereof. (b) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, (ii) at any time to convert Swing Advances or any portion thereof to Base Rate Loans or Eurodollar Rate Loans, or (iiiii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender’s their Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F C hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof and such Lender's Ratable Portion of the Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans or Swing Advances to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions of Section 2.14. 2.13 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Base Rate Loans or Canadian Prime Rate Loans (in each case, other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans or BA Rate Loans, or as applicable, and (ii) at the end of any applicable Interest Period, to convert Eurocurrency Rate Loans or BA Rate Loans or any portion thereof into Base Rate Loans or Canadian Prime Rate Loans Loans, as applicable, or to continue such Eurocurrency Rate Loans or BA Rate Loans Loans, as applicable, or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans or BA Rate Loans for each Interest Period must be in the amount of at least $3,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three two (32) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of Eurocurrency Rate Loans or BA Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent or the Requisite Lenders may require by notice to the Borrower that no conversion in whole or in part of Base Rate Loans or Canadian Prime Rate Loans, as applicable, to Eurocurrency Rate Loans to or BA Rate Loans, as applicable, and no continuation in whole or in part of Eurocurrency Rate Loans (other than Eurocurrency Rate Loans denominated in Euros) or BA Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan (other than Eurocurrency Rate Loans denominated in Euros) or BA Rate Loans would violate any of the provisions provision of Section 2.14. ; provided that, notwithstanding anything herein to the contrary, during any time at which (dx) an Event of Default shall have occurred and be continuing or (y) the continuation of a Eurocurrency Rate Loan denominated in Euros would violate any provision of Section 2.14, the Administrative Agent or the Requisite Lenders may require by notice to the Borrower that all Eurocurrency Rate Loans denominated in Euros shall convert to, or be continued as, as the case may be, Eurocurrency Rate Loans denominated in Euros with an Interest Period of one (1) month. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a Eurocurrency Rate Loans (other than Eurocurrency Rate Loans denominated in Euros) or BA Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Base Rate Loans or Canadian Prime Rate Loan. (e) Loans, as applicable. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each Borrower may elect (i) at any time on any Business Day to convert Prime U.S. Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans or Canadian Base Rate Loans to BA Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert Eurocurrency Rate Loans or BA Rate Loans or any portion thereof into Prime the applicable Base Rate Loans or to continue such Eurocurrency Rate Loans or BA Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans or BA Rate Loans Loans, as the case may be, for each Interest Period must be in not less than the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofMinimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of Eurocurrency Rate Loans or BA Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) Loans denominated in Euros or Sterling may not be converted to Base Rate Loans (except pursuant to Section 2.3(d) (Swing Loans)), (ii) no conversion in whole or in part of Prime Base Rate Loans to Eurocurrency Rate Loans or BA Rate Loans, as applicable, and no continuation in whole or in part of Eurocurrency Rate Loans or BA Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan or BA Rate Loans would violate any of the provisions provision of Section 2.14. 2.14 (d) Special Provisions Governing Eurocurrency Rate Loans and BA Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Loan that is a Eurocurrency Rate Loans or BA Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans denominated in Dollars and Canadian Dollars shall be automatically converted to a Prime the applicable Base Rate Loan. (e) Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period therefor must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender’s their Ratable Portion. (b) Portions. Each such election shall be in substantially the form of Exhibit F hereto EXHIBIT C (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ Days prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.112.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) two Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans and Canadian Loans) or any portion thereof to BA Eurocurrency Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans (other than any such Loans denominated in Euros) or any portion thereof into Prime Base Rate Loans or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurocurrency Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, or, in the case of Multicurrency Loans, in an aggregate amount equal to an integral multiple of 100,000 units in the applicable Alternate Currency and (converted to the Dollar Equivalent thereof) equal to or greater than $5,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F E hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.15. If, within the time period required under the terms of this Section 2.112.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Loan that is a BA Eurocurrency Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans or, in the case of Eurocurrency Rate Loans denominated in Euros, Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) consisting of Revolving Loans or any portion thereof to BA Rate Loans, or Eurodollar RateTerm SOFR Loans and (ii) at the end of any applicable Interest Period, to convert BA Rate Eurodollar RateTerm SOFR Loans consisting of Revolving Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Rate Eurodollar RateTerm SOFR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar RateTerm SOFR Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Loans of each Revolving Credit Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three two (32) Business Days’ prior written notice specifying (iA) the amount and type typeType of Revolving Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Rate Eurodollar RateTerm SOFR Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Revolving Credit Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent or the Requisite Revolving Credit Lenders may require, by notice to the Borrower, that no conversion in whole or in part of Prime Base Rate Loans to BA Rate Loans, Eurodollar Rateconsisting of Revolving Loans to Term SOFR Loans and no continuation in whole or in part of BA Rate Eurodollar RateTerm SOFR Loans consisting of Revolving Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing continuing, or (B) the continuation of, or conversion into, a Eurodollar RateTerm SOFR Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan Eurodollar RateTerm SOFR Loans consisting of Revolving Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA LIBO Rate Loans, (ii) at any time to convert LIBO Rate Loans or any portion thereof into Base Rate Loans, or (iiiii) at the end of any applicable Interest Period, to convert BA Rate Loans or any portion thereof into Prime Rate Loans or Period to continue such BA LIBO Rate Loans or any portion thereof for an additional Interest Period; provided, however, that that, if any such conversion of any LIBO Rate Loan is made pursuant to clause (ii) above other than on the aggregate amount last day of the BA Rate Loans for each an Interest Period must be in for such Loan, the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.12(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F E hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying no later than 12:00 noon (iNew York City time) on the date three Business Days in advance of the relevant conversion or continuation, which notice shall specify (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to LIBO Rate Loans or a continuation of BA LIBO Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest PeriodDay). In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA LIBO Rate Loans, and no continuation in whole or in part of BA LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing continuing; and (ii) no conversion in whole or (B) in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA LIBO Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, if such Loan Loans are LIBO Rate Loans, such Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA LIBO Rate LoansDollar Loans in an Applicable Currency Denomination, or (ii) at any time to convert LIBO Rate Dollar Loans or any portion thereof into Base Rate Loans in an Applicable Currency Denomination, (iii) at the end of any applicable Interest Period, Period to convert BA continue LIBO Rate Loans or any portion thereof into Prime Rate in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such BA Rate LIBO Loans or any portion thereof that is at least EURO 5,000,000 (but is not in an Applicable Currency Denomination) for an additional Interest Period, so long as all other LIBO Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; providedPROVIDED, howeverHOWEVER, that that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the aggregate amount last day of the BA Rate Loans for each an Interest Period must be in for such Loan, the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F E hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying no later than 12:00 noon (iNew York City time) on the date three Business Days (other than in the case of a continuation of any Euro Loan) or four Business Days (in the case of a continuation of any Euro Loan) in advance of the relevant conversion or continuation, which notice shall specify (A) the amount amount, type and type Applicable Currency of Loan being converted or continued, (iiB) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of BA LIBO Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day andDay) and (D) in the case of any conversion or continuation of any Revolving Loan, if a conversion from BA Rate Loans, shall also be the last day aggregate outstanding principal liability of the applicable Interest Period)Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. (c) . Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Prime Base Rate Loans to BA LIBO Rate Dollar Loans, and no continuation in whole or in part of BA LIBO Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default such conversion into, or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA LIBO Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, (i) if such Loan Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted to a Prime Base Rate Loan. Loans or (eii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least (x) three (3) Business Days’ prior written notice specifying in the case of a conversion to, or continuation of, Eurodollar Rate Loans or (iy) one Business Day’s prior written notice in the case of a conversion to Base Rate Loans, each such notice specifying, as applicable, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to to, or a continuation of BA of, Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Rate Loans to BA Rate LoansAMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, and no continuation in whole or in part of BA Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14INC. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto E (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.13 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof as Eurodollar Rate Loans for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans of the Borrower so converted or so continued for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F C hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least one Business Day's, in the case of a conversion to a Base Rate Loan, and three (3) Business Days’ ', in the case of a conversion to or a continuation of a Eurodollar Rate Loan, prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iiiC) in the case of a conversion, conversion the date of conversion (which date shall be a Business Day and, if a conversion from BA a Eurodollar Rate LoansLoan, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly (but in any event on the same day) notify each Lender Bank of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.114.1, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted an election to continue all or any Loan that is a BA portion of the Eurodollar Rate Loan Loans for an additional Interest Period or to convert all or any portion of such LoanLoans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans or the portions thereof for which an election to continue or convert has not been made will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime to Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the BA Eurodollar Rate Loans for each Interest Period constituting a single Borrowing must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). , and (D) that the conditions set forth in Section 3.2(b) have been satisfied. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, into a Eurodollar Rate Loan would violate any of the provisions of Section 2.14. (d) 2.12. If, within the time NY 72168370v12 period required under the terms of this Section 2.112.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $at least $ 3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Seller may elect (i) at any time on any Business Day Day, to convert Prime Capital Investments bearing Yield at the Applicable Base Rate Loans (other than Swing LoansPurchases) or any portion thereof to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, or and (ii) at the end of any applicable Interest Yield Period, to convert BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof into Prime Capital Investments bearing Yield at the Applicable Base Rate Loans or to continue such BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof for an additional Interest Yield Period; provided, however, that the aggregate amount of the BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans for each Interest Yield Period must be in the an amount of at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion Conversion or continuation Continuation shall be allocated among the Loans Capital Investments of each Lender Purchaser in accordance with such Lender’s Ratable Portion. (b) Purchasers Receivable Interest. Each such election shall be in substantially the form of Exhibit F hereto H (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) 3 Business Days’ Days prior written notice specifying (iA) the amount and type of Loan Capital Investment being converted or continued, (iiB) in the case of a conversion to Capital Investments bearing Yield at the Applicable LIBO Rate or a continuation of BA Rate LoansContinuation, the applicable Interest Period, Yield Period and (iiiC) in the case of a conversionConversion, the date of conversion such Conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender Purchaser of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Capital Investments bearing Yield at the Applicable Base Rate Loans to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, and no continuation in whole or in part of BA Rate Loans Continuation upon the expiration of any applicable Interest Period, Yield Period shall be permitted at any time at which (Ai) a Default or an Event of Default Termination shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Capital Investment bearing Yield at the Applicable LIBO Rate would violate any of the provisions provision of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.16, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Seller containing a permitted election to continue any Loan that is a BA Capital Investments bearing Yield at the Applicable LIBO Rate Loan for an additional Interest Yield Period or to convert any such LoanCapital Investments, then, upon the expiration of the applicable Interest Yield Period, such Loan will Capital Investments shall, subject to Section 3.2, be automatically converted to continued as Capital Investments bearing Yield at the Applicable LIBO Rate with a Prime Rate Loan. (e) Yield Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans for each Interest Period must be in not less than the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofMinimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, Loans and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Administrative Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that (x) on or prior to the date that is 18 months after the Effective Date, all Term Loans that are Eurodollar Rate Loans shall have the same Interest Period and (y) the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Term Loans of each Lender in accordance with such each applicable Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type Type of Term Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion intointo Eurodollar Rate Loans, would violate or otherwise not be permitted under any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Administrative Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanTerm Loans, then, upon the expiration of the applicable Interest Period, such Loan will Term Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of (x) in the case of the Revolving Loans, at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of the Term Loans, at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F hereto (a “‘‘Notice of Conversion or Continuation”’’) and shall be made by giving the applicable Administrative Agent at least three (3) Business Days’ prior written notice specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). The applicable Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the applicable Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Base Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) Each such election shall be in substantially the form of Exhibit F hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Base Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Swingline Loans) or any portion thereof to BA Rate Loans, or SOFR Loans and (ii) at the end of any applicable Interest Period, to convert BA Rate SOFR Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Rate SOFR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate SOFR Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three (3) U.S. Government Securities Business Days’ prior written notice specifying (iw) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (iiy) in the case of a conversion to or a continuation of BA Rate SOFR Loans, the applicable Interest Period, Period and (iiiz) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Rate Loans, SOFR Loans and no continuation in whole or in part of BA Rate SOFR Loans upon the expiration of any applicable Interest Period, Period shall be permitted permitted, and all SMIR Loans shall be converted into Base Rate Loans, at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a SOFR Loan would violate any of the provisions provision of Section 2.14. 2.13(b) or (dc) (Special Provisions Governing SOFR Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Parent Borrower containing a permitted election to continue any Loan that is a BA Rate Loan SOFR Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to Base Rate Loans. Any such automatic conversion to a Prime Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loan. (e) . If any Borrower requests a conversion to, or continuation of, a SOFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a SOFR Loan. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto D (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.12 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans for each Interest Period and Base Rate Loans converted or continued must be in the amount of at least $3,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be made on notice given by the Borrower to the Administrative Agent not later than (i) 12:00 p.m. on the same Business Day as the proposed conversion or continuation of any Loan into a Base Rate Loan, and (ii) 1:00 p.m. three (3) Business Days prior to the date of the proposed conversion or continuation of any Loan into a Eurocurrency Rate Loans, in each case prior to the date of the proposed conversion or continuation. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent (or the Requisite LendersRevolving Credit Lenders, with respect to the Revolving Loans, or the Requisite FILO Lenders, with respect to the FILO Loan) may require by notice to the Borrower that no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. (d) 3.3. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurocurrency Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding anything to the contrary herein, subject to Sections 2.11(b) and 3.3, the FILO Loan shall, at the end of any applicable Interest Period, be automatically continued as Eurocurrency Rate Loans with an Interest Period of three months.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000.00. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (ior telephonic notice promptly confirmed in writing) specifying, in each case, (A) the amount and type Type of Loan Loans being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at during which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 7,500,000 or an integral multiple multiples of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower or CFCC, as applicable may elect (i) on at any Business Day time, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F D hereto (a “"Notice of Conversion or Continuation”") and shall be made by the Borrower giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Rate Loans, the applicable Interest Period, and (iiiB) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.16. If, within the time period required under the terms of this Section 2.112.15, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime continued as Eurodollar Rate Loan. (e) Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Seller may elect (i) at any time on any Business Day Day, to convert Prime Capital Investments bearing Yield at the Applicable Base Rate Loans (other than Swing Loans) or any portion thereof to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, or and (ii) at the end of any applicable Interest Yield Period, to convert BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof into Prime Capital Investments bearing Yield at the Applicable Base Rate Loans or to continue such BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof for an additional Interest Yield Period; provided, however, that the aggregate amount of the BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans for each Interest Yield Period must be in the an amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion Conversion or continuation Continuation shall be allocated among the Loans Capital Investments of each Lender Purchaser in accordance with such LenderPurchaser’s Ratable Portion. (b) Receivable Interest. Each such election shall be in substantially the form of Exhibit F hereto G (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan Capital Investment being converted or continued, (iiB) in the case of a conversion to Capital Investments bearing Yield at the Applicable LIBO Rate or a continuation of BA Rate LoansContinuation, the applicable Interest Period, Yield Period and (iiiC) in the case of a conversionConversion, the date of conversion such Conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender Purchaser of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Capital Investments bearing Yield at the Applicable Base Rate Loans to BA Capital Investments bearing Yield at the Applicable LIBO Rate Loans, and no continuation in whole or in part of BA Rate Loans Continuation upon the expiration of any applicable Interest Period, Yield Period shall be permitted at any time at which (Ai) a Default or an Event of Default Termination shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Capital Investment bearing Yield at the Applicable LIBO Rate would violate any of the provisions provision of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.16, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Seller containing a permitted election to continue any Loan that is a BA Capital Investments bearing Yield at the Applicable LIBO Rate Loan for an additional Interest Yield Period or to convert any such LoanCapital Investments, then, upon the expiration of the applicable Interest Yield Period, such Loan will Capital Investments shall, subject to Section 3.2, be automatically converted to continued as Capital Investments bearing Yield at the Applicable LIBO Rate with a Prime Rate Loan. (e) Yield Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The A Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) owing by it or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION applicable Interest Period, to convert BA Eurodollar Rate Loans owing by it or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto E (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans shall be permitted at any time prior to the Syndication Completion Date except to Eurodollar Rate Loans with Interest Periods otherwise determined by the Administrative Agent pursuant to clause (a) of Section 2.2 (Borrowing Procedures) and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F G hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans to other Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.12. If, within the time period required under the terms of this Section 2.112.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $at least $ 3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Tranche A Loans or Tranche A-1 Loans, as applicable, of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Revolving Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The applicable Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA into Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest PeriodPeriod (subject to the limitations in the definition thereof); provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 or 1,000,000 and an integral multiple of $1,000,000 in excess thereof25,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Administrative Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans of any Class for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender of such Class in accordance with such each applicable Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount amount, type and type Class of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion intointo Eurodollar Rate Loans, would violate or otherwise not be permitted under any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Administrative Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any Credit Agreement FA Sub 3 Limited applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.13 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans for each Interest Period and Base Rate Loans converted or continued must be in the amount of at least $3,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be made on notice given by the Borrower to the Administrative Agent not later than (i) 12:00 p.m. on the same Business Day as the proposed conversion or continuation of any Loan into a Base Rate Loan, and (ii) 1:00 p.m. three (3) Business Days prior to the date of the proposed conversion or continuation of any Loan into a Eurocurrency Rate Loans, in each case prior to the date of the proposed conversion or continuation. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent (or the Requisite Revolving Credit Lenders, with respect to the Revolving Loans, or the Requisite FILO Lenders, with respect to the FILO Loan) may require by notice to the Borrower that no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. (d) 3.3. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurocurrency Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding anything to the contrary herein, subject to Sections 2.11(b) and 3.3, the FILO Loan shall, at the end of any applicable Interest Period, be automatically continued as Eurocurrency Rate Loans with an Interest Period of three months.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit EXHIBIT F hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate or otherwise not be permitted under any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate or otherwise not be permitted under any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in complies with the amount provisions of $3,000,000 or an integral multiple of $1,000,000 in excess thereofSection 2.2(a). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Term Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto D (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Term Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.12 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.9, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanTerm Loans, then, upon the expiration of the applicable Interest Period, such Loan will Term Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 2,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit EXHIBIT F hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section SECTION 2.14. (d) . If, within the time period required under the terms of this Section SECTION 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F G hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on any Business Day to convert Prime Base Rate Loans (other than Swing Line Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of (x) in the case of any Revolving Loans, at least $3,000,000 1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the case of the Term Loans, at least $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) 's Pro Rata Share. Each such election shall be in substantially the form of Exhibit F hereto D (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the b) The applicable Interest Period). The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans having Interest Periods which are longer than one week shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions Sections 3.02 (Illegality), 3.03 (Determination of Section 2.14. Rates; Inability to Determine Rates), 3.04 (dIncreased Cost and Reduced Return; Capital Adequacy) or 3.05 (Funding Losses). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans, Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (ior telephonic notice promptly conformed in writing) specifying, in each case, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Each Borrower may elect (i) (A) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Swingline Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (iiB) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iw) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (iiy) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiz) in the case of a conversion, the date of conversion such conversion. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions of Section 2.14. 2.13 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Parent Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. The Company (on behalf of itself and the other Borrowers) may elect (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (iib) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender Lenders in accordance with such Lender’s their respective Ratable Portion. (b) Portions. Each such election shall be in substantially the form of Exhibit F B hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least (x) three (3) Business Days’ ' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof. Notwithstanding the foregoing, (x) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or continuing, and (By) any such conversion during the continuation of, or conversion into, would violate any continuance of the provisions a Default shall not be permitted in respect of Section 2.14. (d) Eurodollar Rate Loans having an Interest Period longer than one month. If, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanPeriod, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable. No conversion of any Swing Loan to a Eurodollar Rate Loan may be made.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Direct Tranche Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Direct Tranche Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Swing Advances shall be automatically converted to Base Rate Loans on the Business Day following the date of borrowing thereof. (b) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, (ii) at any time to convert Swing Advances or any portion thereof to Base Rate Loans or Eurodollar Rate Loans, or (iiiii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of each Lender all Lenders in accordance with such Lender’s their Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F C hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof and such Lender's Ratable Portion of the Revolving Credit Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans or Swing Advances to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.112.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanRevolving Credit Loans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Revolving Credit Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Line Loans) or any portion thereof to BA LIBO Rate LoansDollar Loans in an Applicable Currency Denomination, or (ii) at any time to convert LIBO Rate Dollar Loans or any portion thereof into Base Rate Loans in an Applicable Currency Denomination, (iii) at the end of any applicable Interest Period, Period to convert BA continue LIBO Rate Loans or any portion thereof into Prime Rate in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such BA Rate LIBO Loans or any portion thereof that is at least €5,000,000 (but is not in an Applicable Currency Denomination) for an additional Interest Period, so long as all other LIBO Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; provided, however, that that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the aggregate amount last day of the BA Rate Loans for each an Interest Period must be in for such Loan, the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F E hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying no later than 12:00 noon (iNew York City time) on the date three Business Days (other than in the case of a continuation of any Euro Loan) or four Business Days (in the case of a continuation of any Euro Loan) in advance of the relevant conversion or continuation, which notice shall specify (A) the amount amount, type and type Applicable Currency of Loan being converted or continued, (iiB) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of BA LIBO Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day andDay) and (D) in the case of any conversion or continuation of any Revolving Loan, if a conversion from BA Rate Loans, shall also be the last day aggregate outstanding principal liability of the applicable Interest Period)Borrower under any Foreign Overdraft Guaranties on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. (c) . Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Prime Base Rate Loans to BA LIBO Rate Dollar Loans, and no continuation in whole or in part of BA LIBO Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default such conversion into, or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA LIBO Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, (i) if such Loan Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted to a Prime Base Rate Loan. Loans or (eii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 2,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F D hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan Loans being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto E (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.13 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Administrative Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Term Loans of each Lender in accordance with such each applicable Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type Type of Term Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion intointo Eurodollar Rate Loans, would violate or otherwise not be permitted under any of the provisions of Section 2.14. (d) 2.13. If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Administrative Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanTerm Loans, then, upon the expiration of the applicable Interest Period, such Loan will Term Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Any Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Dollar Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurocurrency Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofthat is not less than the applicable Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3or, in the case of conversion of Dollar Eurocurrency Rate Loans to Base Rate Loans, one) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, Loans and no continuation in whole or in part of BA Dollar Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. 2.15 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 at least $ 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of such conversion and (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be D) that the last day condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of the applicable Interest Period). Credit) has been satisfied. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) unless the Administrative Agent shall otherwise consent in its sole discretion, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans (other than Eurodollar Rate Loans having an Interest Period of one or two weeks) shall be permitted at any time prior to the earlier of (x) 45 Business Days after the Closing Date and (y) the time at which the Arranger has determined that a successful syndication has been completed and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime to Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the BA Eurodollar Rate Loans for each Interest Period constituting a single Borrowing must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F J hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). , and (D) that the conditions set forth in Section 3.2(b) have been satisfied. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, into a Eurodollar Rate Loan would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 10,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans shall be permitted at any time prior to the Syndication Completion Date unless the Borrower shall agree in writing to pay any breakage costs incurred in connection therewith pursuant to Section 2.14(e) (Breakage Costs) and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Credit Loans shall be allocated among the Revolving Credit Loans of each Lender all Lenders in accordance with such Lender’s their Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F D hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (ii) in the case of a conversion to or a continuation of BA Rate Loans, the applicable Interest Period, and (iiiB) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period)Period therefor) and (C) in the case of a conversion to, or a continuation of, Eurodollar Rate Advances, the Interest Period therefor. No conversion of any Swing Loan from a Base Rate Loan may be made. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The At any time prior to the Conversion Date, the Borrower may elect (i) on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) 's Pro Rata Share. Each such election shall be in substantially the form of Exhibit F hereto B (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type Type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans having Interest Periods which are longer than one week shall be permitted at any time prior to the date that is thirty days after the Funding Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions Sections 3.02 (Illegality), 3.03 (Determination of Section 2.14. Rates; Inability to Determine Rates), 3.04 (dIncreased Cost and Reduced Return; Capital Adequacy) or 3.05 (Funding Losses). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans, Each Notice of Conversion or Continuation shall be irrevocable. (c) All Initial Loans that become Extended Loans shall be automatically converted to, or continued as Eurodollar Rate Loans on the Conversion Date and, subject to Sections 3.02 (Illegality), 3.03 (Determination of Rates; Inability to Determine Rates), 3.04 (Increased Cost and Reduced Return; Capital Adequacy) and 3.05 (Funding Losses), shall be continued as Eurodollar Rate Loans on each three-month anniversary thereof without the need for the Borrower to submit a Notice of Conversion or Continuation.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (ior telephonic notice promptly conformed in writing) specifying, in each case, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Borrowers may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in complies with the amount provisions of $3,000,000 or an integral multiple of $1,000,000 in excess thereofSection 2.2(a). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the any Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (ior telephonic notice promptly confirmed in writing) specifying, in each case, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at during which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower U.S. Borrower, on its behalf or on behalf of any Euro Borrower, may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Prime Base Rate Loans or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurocurrency Loans converted or continued for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. . Subject to clause (b) Each below, each such election shall be in substantially the form of Exhibit F hereto E (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, and no continuation in whole or in part of BA Eurocurrency Rate Loans denominated in Dollars upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurocurrency Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.CREDIT AGREEMENT FMC CORPORATION

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F J hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) 2.16. If, within the time period required under the terms of this Section 2.112.15, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime to Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the BA Rate Eurodollar Loans for each Interest Period constituting a single Borrowing must be in the amount of at least $3,000,000 1,000,000 or an integral multiple of $1,000,000 250,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F G hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) Portion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F hereto E (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.13 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, the Borrower shall be deemed to have delivered a Notice of Conversion or Continuation electing to continue such Loan will be automatically converted to a Prime Loans as Eurodollar Rate Loan. (e) Loans having an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans for each Interest Period must be in the amount of at least $3,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three two (32) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, the Administrative Agent or the Requisite Lenders may require by notice to the Borrower that no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, Loans and no continuation in whole or in part of BA Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. (d) . If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurocurrency Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loan or to continue such BA Eurodollar Rate Loans or any portion thereof for an any additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Bridge Loans of each Lender in accordance with such Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto D (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion of Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. (d) 2.10. If, within the time period required under the terms of this Section 2.112.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Periodperiod, such Loan will Bridge Loans shall be automatically converted to a Prime Rate Loan. (e) Base Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of at least $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s 's Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, Loans shall be permitted at any time prior to the Syndication Completion Date and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) Special Provisions Governing Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest Period, such Loan will Loans shall be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurodollar Rate Loans for each Interest Period must be in the an amount of $3,000,000 or that is an integral multiple of $1,000,000 in excess thereof1,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (ior telephonic notice promptly confirmed in writing) specifying, in each case, (A) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at during which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, a Eurodollar Rate Loan would violate any provision of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.Section

Conversion/Continuation Option. (a) The A Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) owing by it or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to convert BA Eurodollar Rate Loans owing by it or any portion thereof into Prime Base Rate Loans or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto E (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). . (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) . Notwithstanding the foregoing, , (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans shall be permitted at any time prior to the Syndication Completion Date except to Eurodollar Rate Loans with Interest Periods otherwise determined by the Administrative Agent pursuant to clause (a) of Section 2.2 (Borrowing Procedures) and (ii) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (Ai) a Default or an Event of Default shall have occurred and be continuing or (Bii) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day Day, to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurocurrency Rate Loans, or Loans and (ii) at the end of any applicable Interest Period, to convert BA Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Prime Base Rate Loans or to continue such BA any (x) Eurocurrency Rate Loans or (y) EURIBOR Rate Loans, or, in each case, any portion thereof thereof, for an additional Interest Period; provided, however, that the aggregate amount of the BA Eurocurrency Rate Loans or EURIBOR Rate Loans for each Interest Period must be in the amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereofthe applicable Minimum Threshold. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion. (b) . Each such election shall be in substantially the form of Exhibit F hereto (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ prior written notice specifying (iA) the amount and type of Loan being converted or continued, (iiB) in the case of a conversion to or a continuation of BA Eurocurrency Rate Loans or EURIBOR Rate Loans, as applicable, the applicable Interest Period, Period and (iiiC) in the case of a conversion, the date of conversion such conversion. (which date shall be a Business Day and, if a conversion from BA Rate Loans, shall also be the last day of the applicable Interest Period). b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation pursuant to Section 2.11(a) above and of the options selected therein. (c) . Notwithstanding the foregoing, (i) no conversion in whole or in part of Prime Base Rate Loans to BA Eurocurrency Rate Loans, Loans and no continuation in whole or in part of BA Rate Revolving Loans denominated in an Alternative Currency (other than to Revolving Loans having an Interest Period of one week or one month) upon the expiration of any applicable Interest Period, Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. 2.14 (d) If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Prime Rate Loan. (e) Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) on at any Business Day time to convert Prime Base Rate Loans (other than Swing Loans) or any portion thereof to BA Eurodollar Rate Loans, Loans or (ii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert BA Eurodollar Rate Loans or any portion thereof into Prime Base Rate Loans Loans, or to continue such BA Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the BA Rate Eurodollar Loans for each Interest Period therefor must be in the amount of $3,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender’s their Ratable Portion. (b) Portions. Each such election shall be in substantially the form of Exhibit F hereto EXHIBIT C (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ Days prior written notice thereof specifying (iA) the amount and type of Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of BA Eurodollar Rate Loans, the applicable Interest PeriodPeriod therefor, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from BA Eurodollar Rate Loans, shall also be the last day of the applicable Interest PeriodPeriod therefor). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. (c) contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Prime Base Rate Loans to BA Eurodollar Rate Loans, and no continuation in whole or in part of BA Eurodollar Rate Loans upon the expiration of any applicable Interest PeriodPeriod therefor, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14. (d) continuing. If, within the time period required under the terms of this Section 2.112.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a BA Eurodollar Rate Loan Loans for an additional Interest Period or to convert any such LoanLoans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loan Loans will be automatically converted to a Prime Base Rate Loan. (e) Loans. Each Notice of Conversion or Continuation shall be irrevocable.