Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert on any Business Day at any time all or any part after the earlier of outstanding (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurocurrency Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 5.2 2.3. With respect to Euro or (ii) if Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an Event of Default or a Potential Event of Default would occur or has occurred and is continuingadditional Interest Period. Any Each conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) four Business Days (Days’ in the case of continuation of a non-Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Revolving Loan) in advance of prior written notice thereof to the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify Office given not later than 1:00 p.m. (ANew York City time) specifying (i) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a Eurodollar Rate Loanof Eurocurrency Loans, the requested Eurodollar Interest Period. In lieu Period therefor, and (iii) in the case of delivering a Notice of Conversion/Continuationconversion, the Borrower date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the applicable Qualified Borrower may give the Administrative Agent telephonic notice expiration of any proposed conversion/continuation by Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)2.6, the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any does not receive a Notice of Conversion/Conversion or Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans shall will be automatically be continued as Eurodollar converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with a Eurodollar an Interest Period of thirty (30) days; provided, however, no such outstanding Loan may one month. Each Notice of Conversion or Continuation shall be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. Company may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurocurrency Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, that the aggregate principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof and; provided, further that prior to the earlier of (a) the 30th day after the Closing Date and (b) the Syndication Date, no such outstanding Loan may be continued made as, or be converted into, a Eurodollar Rate Eurocurrency Loan (i) if the continuation of, or the with an Interest Period in excess of one month except as permitted by Administrative Agent in its sole discretion. Each conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) of a Facility shall be allocated among the Loans of the Lenders in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Base Rate Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation prior written notice thereof to the Administrative Agent no Notice Office given not later than 11:00 a.m. 12:00 p.m. (New York City time) at least three specifying (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a Eurodollar Rate Loanof Eurocurrency Loans, the requested Eurodollar Interest PeriodPeriod therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Eurocurrency Loans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion/Continuation, the Borrower Conversion or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of Continuation from Company containing a permitted election to continue any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (Eurocurrency Loans for an additional Interest Period or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and or (Cii) to continue all or any part of outstanding Eurodollar Rate Loans having as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, provided that no such outstanding Loan may be continued at the end of an Interest Period as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing or if the Required Lenders shall have notified the Borrower through the Administrative Agent that Eurodollar Loans shall not be available during such period pursuant to Section 2.16. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans.[***] Confidential Treatment Requested (iib) To In order to elect to convert or continue a Loan under this Section 5.1(c)(i)2.11, the Borrower or the applicable Qualified Borrower shall deliver a an irrevocable Notice of Conversion/Conversion or Notice of Continuation to the Administrative Agent Agent, no later than 11:00 a.m. (A.M., New York City time) , at least three (3) Business Days (in advance of the proposed continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Notice of Continuation shall specify (Ai) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/converted or continued, (Ciii) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Div) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Notice of Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)Section, the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. Company may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Eurocurrency Loans; , (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Eurocurrency Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any conversion into or Each continuation of Eurodollar Rate Eurocurrency Loans under this Section 5.1(c) shall be allocated among the Eurocurrency Loans of the Lenders in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans) prior written notice thereof to the Notice Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or a continuation of an entire Borrowing of Non Pro Rata Loans. continuation, (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loanconversion to or a continuation of Eurocurrency Loans, the Interest Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 (other than Alternative Currency Loans), shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion or four (4) Business Days (Continuation from Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no that the aggregate principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of a Facility shall be allocated among the Loans of the Lenders in such outstanding Loan may Facility in accordance with their respective Pro Rata Shares. Each such election shall be continued as, in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be converted into, made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a Eurodollar continuation of Alternative Currency Loans denominated in Sterling or a conversion into Base Rate Loan Loans) prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) if the continuation ofamount and type of conversion or continuation, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 other than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default or a Potential shall have occurred and be continuing. Borrowers shall not be entitled to specify an Interest Period in excess of one month for any Alternative Currency Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing. Any conversion into or continuation If, within the time period required under the terms of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount2.6, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver Administrative Agent does not receive a Notice of Conversion/Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in expiration of the case of a Dollar denominated Loan)Interest Period therefor, or four (4) Business Days (such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar LIBO Rate Loans; or (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar LIBO Rate Loans Loans, in accordance with the terms of Section 4.01(a), having Eurodollar LIBO Rate Interest Periods which expire on the same date as Eurodollar LIBO Rate Loans, and the succeeding Eurodollar LIBO Rate Interest Period of such continued Loans shall commence on such expiration date; provided, however, (I) no such portion of any outstanding Loan may be continued asas (and shall be immediately converted into a Base Rate Loan), or be converted into, a Eurodollar LIBO Rate Loan (ix) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (iiy) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation continuing and (II) if the option set forth in clause (B) of Eurodollar Rate Loans under this Section 5.1(c) shall be is not exercised, in a minimum amount accordance with the terms of $1,000,000 and Section 4.01(c)(ii), in integral multiples of $100,000 in excess of that amount, except in the case respect of a conversion LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into or a continuation Base Rate Loan on the final date of an entire Borrowing of Non Pro Rata Loansthe applicable LIBO Rate Interest Period. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Funding Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar LIBO Rate Loan, the requested Eurodollar LIBO Rate Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Funding Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Funding Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Funding Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Any Borrower may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have the option (A) Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, that the aggregate principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof and; provided, further that prior to the Syndication Date, no such outstanding Term B Dollar Loan may be continued made as, or be converted into, a Eurodollar Eurocurrency Loan with an Interest Period in excess of seven (7) days except as permitted by Administrative Agent in its sole discretion (with all such Interest Periods ending on the same day during such period). Each conversion or continuation of Loans of a Facility shall be allocated among the Loans of the Lenders in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternate Currency Loans denominated in Sterling or a conversion into Base Rate Loan Loans) prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) if the continuation ofamount and type of conversion or continuation, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 other than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default or a Potential shall have occurred and be continuing. Borrowers shall not be entitled to specify an Interest Period in excess of one month for any Alternative Currency Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing. Any conversion into or continuation If, within the time period required under the terms of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount2.6, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver Administrative Agent does not receive a Notice of Conversion/Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in expiration of the case of a Dollar denominated Loan)Interest Period therefor, or four (4) Business Days (such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an the entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar written form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. Borrower may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have earlier of (i) the option 30th day after the Initial Borrowing Date and (Aii) the Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event at the end of Default any Interest Period with respect thereto, to convert Eurodollar Loans or a Potential Event of Default would occur or has occurred and is continuing. Any conversion any portion thereof into or continuation of Eurodollar Base Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of or to continue such Eurodollar Loans or any portion thereof for an additional Interest Period; PROVIDED, HOWEVER, that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the aggregate principal amount of the Loan Eurodollar Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of EXHIBIT 2.6 hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving Agent at least three Business Days' prior written notice thereof to be converted/continuedthe Notice Address specifying (i) the amount and type of conversion or continuation, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a of Eurodollar Rate LoanLoans, the requested Interest 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 Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this SECTION 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars; (B) to convert all or any part of outstanding Eurodollar Eurocurrency Rate Loans denominated in Dollars having Eurodollar Eurocurrency Rate Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Eurocurrency Rate Loans having Eurodollar Eurocurrency Interest Periods which expire on the same date as Eurodollar Eurocurrency Rate Loans, and the succeeding Eurodollar Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Eurocurrency Rate Loan would violate any of the provisions of Section 5.2 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur as a result thereof or has occurred and is continuing. Any conversion into or continuation of Eurodollar Eurocurrency Rate Loans under this Section 5.1(c5.01(c) shall be in a minimum amount of $1,000,000 (or the equivalent thereof in the applicable Alternative Currency) and in integral multiples of $100,000 250,000 (or the equivalent thereof in the applicable Alternative Currency) in excess of that amount, amount except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i5.01(c)(i), the Borrower or the applicable Qualified U.S. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 9:00 a.m. (New York time) at least (A) three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate with respect to conversions to or continuations as Eurocurrency Rate Loans and (B) one (1) Business Day in advance of the proposed conversion date with respect to conversions to Base Rate Loans. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount and currency of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan, the requested Eurodollar Eurocurrency Rate Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified U.S. Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii5.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii5.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to Eurodollar Rate Loans; one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loansa LIBOR Loan, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period portion of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of equal to $1,000,000 and in integral multiples of $100,000 in excess of that amountamount as a LIBOR Loan; provided, except in however, that a LIBOR Loan may only be converted into a Base Rate Loan on the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York City time) at least three (3) Business Days in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) telefacsimile or electronic mail (or telephonic notice in lieu thereof), the Administrative Agent shall notify by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLender.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Eurocurrency Loans; , (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any conversion into or Each continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be allocated among the Loans in the applicable Facility of the applicable Lenders in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans) prior written notice thereof to the Notice Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or a continuation of an entire Borrowing of Non Pro Rata Loans. continuation, (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loanconversion to or a continuation of Eurocurrency Loans, the Interest Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 (other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or four (4) Business Days (an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of 30 days, for any Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (Ai) to convert at any time the interest rate on all or any part of the outstanding Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Base Rate Loans to the Eurodollar Rate LoansRate; or (Bii) to convert all or any part of outstanding the interest rate on the Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Eurodollar Rate Loans having to the Base Rate on the expiration date of any Eurodollar Interest Periods which expire on Period applicable thereto; or (iii) upon the same date to Base Rate Loansexpiration of any Eurodollar Interest Period, on such expiration date; and (C) to continue all or any part portion of outstanding the Loan equal to $5,000,000 or an integral multiple of $1,000,000 in excess of that amount at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansRate, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Eurodollar Interest Period applicable thereto; provided, however, no such outstanding that the interest rate on the Loan may not be continued asat, or be converted intoto, a the Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) In the event Borrower shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To elect to convert or continue a Loan under Section 5.1(c)(i)the interest rate on the Loan, the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to Lender no later than 11:00 a.m. (New York time) on the Administrative Agent no proposed conversion date in the case of a conversion to the Base Rate, and not later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to, or a continuation of, the Eurodollar Rate. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a the Eurodollar Rate LoanRate, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.5(c); provided, if the Borrower confirms that such notice shall be confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, Lender promptly (but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuationcontinuation under this Section 2.5(c). Notwithstanding the foregoing, if the Borrower has not provided the Lender with written notice that it wishes to convert or continue any portion of the Loan as permitted above, at the end of each Eurodollar Interest Period, interest shall continue to accrue at the Eurodollar Rate and the duration of the subsequent Eurodollar Interest Period with respect to the Loan shall be one (1) month, but in any event, not beyond that of the Maturity Date, and, in the event that the Maturity Date is less than one (1) month from the end of a Eurodollar Interest Period, the interest rate on the Loan shall automatically convert to the Base Rate as of the end of the current Eurodollar Interest Period. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan the interest rate (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions of this Agreement, Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans Portions to Eurodollar Rate Loans; LIBOR Portions, (Bii) to convert all or any part of the outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date LIBOR Portions to Base Rate LoansPortions, on the expiration of the Interest Period applicable thereto (or prior to such expiration date; and , provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.16), or (Ciii) to continue all or any part of the outstanding Eurodollar Rate Loans having Eurodollar LIBOR Portions as LIBOR Portions for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.16); provided, however, provided that no such outstanding Loan Portion may be continued as, or be converted into, a Eurodollar Rate Loan (i) if LIBOR Portion when any Default with respect to the continuation of, payment of money or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any In the event LIBOR Portions are not available pursuant to Section 2.15, Borrower shall be deemed to have elected to convert such LIBOR Portions into Base Rate Portions, and if such conversion into occurs prior to the expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Section 2.16. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan Portion under this Section 5.1(c2.8, Borrower shall deliver an irrevocable notice thereof in the form annexed hereto as Exhibit "C" (a "Notice of Conversion or Continuation") shall to Agent no later than 11:00 A.M., Detroit, Michigan time, (which notice may be in a minimum amount by facsimile transmission provided that an original is delivered prior to the close of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except business on the immediately succeeding Business Day) three (3) Business Days prior to the proposed conversion or continuation date in the case of a conversion into to, or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue of, a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateLIBOR Portion. A Notice of Conversion/Conversion or Continuation shall specify (Ai) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan Portion to be converted/converted or continued, (Ciii) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanLIBOR Portion, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. The Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all to convert Prime Rate Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Prime Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurodollar Rate Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each conversion or continuation of E Tranche Term Loans shall be allocated among the E Tranche Term Loans of the E Tranche Lenders in accordance with their respective E Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Agent at least three Business Days' prior written notice thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying the amount and type of conversion or continuation, in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor, and in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender, D Tranche Lender or E Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of outstanding Base Prime Rate Loans to Eurodollar Rate Loans; (B) to convert all , and no continuation in whole or any in part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on upon the same date to Base Rate Loans, on such expiration date; and (C) to continue all or of any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period therefor, shall be permitted at any time at which an Unmatured Event of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, Default or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has shall have occurred and is be continuing. Any conversion into If, within the time period required under the terms of this Section 2.6, the Agent does not receive a Notice of Conversion or continuation of Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into for an additional Interest Period or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will automatically convert to Prime Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, each Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Revolving Loans equal to (x) with respect to conversion of Eurocurrency Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountamount and (y) with respect to conversion of Base Rate Loans to Eurocurrency Rate Loans, except $5,000,000 and multiples of $1,000,000 in excess of that amount or (ii) upon the expiration of any Interest Period applicable to a Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the applicable Loan shall be automatically converted to or continued as a Base Rate Loan, provided, however, in the case of a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, conversion to, or continuation of a Eurocurrency Rate Loan but fails to specify an entire Borrowing Interest Period, it will be deemed to have specified an Interest Period of Non Pro Rata Loans. (ii) To convert one month. Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or continue a converted only on the last day of an Interest Period for such Eurocurrency Rate Loan under Section 5.1(c)(i), the Borrower or unless the applicable Qualified Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York City time) at least (i) three (3) Business Days (in advance of the proposed conversion/continuation date in the case of a Dollar Base Rate Loan or a Eurocurrency Rate Loan denominated Loan), or in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of an Alternative Currency Loana Special Notice Currency) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan, the requested Eurodollar Interest PeriodLoan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any any Loan subject to a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no that the aggregate principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of a Facility shall be allocated among the Loans of the Lenders in such outstanding Loan may Facility in accordance with their respective Pro Rata Shares. Each such election shall be continued as, in substantially the form of Exhibit 2.7 hereto (a “Notice of Conversion or Continuation”) and shall be converted into, made by giving Administrative Agent at least three Business Days’ prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a Eurodollar Rate Loan continuation of an Alternative Currency Loan) specifying (i) if the continuation ofamount and type of conversion or continuation, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 other than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default or a Potential shall have occurred and be continuing. Borrowers shall not be entitled to specify an Interest Period in excess of one month for any Alternative Currency Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing. Any conversion into or continuation If, within the time period required under the terms of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount2.7, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver Administrative Agent does not receive a Notice of Conversion/Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in expiration of the case of a Dollar denominated Loan)Interest Period therefor, or four (4) Business Days (such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no that the aggregate principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of a Facility shall be allocated among the Loans of the Lenders in such outstanding Loan may Facility in accordance with their respective Pro Rata Shares. Each such election shall be continued as, in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be converted into, made by giving Administrative Agent at least three Business Days’ prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a Eurodollar Rate Loan continuation of an Alternative Currency Loan) specifying (i) if the continuation ofamount and type of conversion or continuation, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 other than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default or a Potential shall have occurred and be continuing. Borrowers shall not be entitled to specify an Interest Period in excess of one month for any Alternative Currency Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing. Any conversion into or continuation If, within the time period required under the terms of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount2.6, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver Administrative Agent does not receive a Notice of Conversion/Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in expiration of the case of a Dollar denominated Loan)Interest Period therefor, or four (4) Business Days (such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, each Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Revolving Loans equal to (x) with respect to conversion of Eurocurrency Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountamount and (y) with respect to conversion of Base Rate Loans to Eurocurrency Rate Loans, except $5,000,000 and multiples of $1,000,000 in excess of that amount or (ii) upon the expiration of any Interest Period applicable to a Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the applicable Loan shall be automatically converted to or continued as the type of Loan that it was and in the same currency, provided, however, in the case of a conversion Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, conversion to, or continuation of a Eurocurrency Rate Loan but fails to specify an entire Borrowing Interest Period, it will be deemed to have specified an Interest Period of Non Pro Rata Loans. (ii) To convert one month. Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or continue a converted only on the last day of an Interest Period for such Eurocurrency Rate Loan under Section 5.1(c)(i), the Borrower or unless the applicable Qualified Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Requisite Lenders, and the Requisite Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York City time) at least (i) three (3) Business Days (in advance of the proposed conversion/continuation date in the case of a Dollar Base Rate Loan or a Eurocurrency Rate Loan denominated Loan), or in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of an Alternative Currency Loana Special Notice Currency) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan, the requested Eurodollar Interest PeriodLoan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any any Loan subject to a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans Portions to Eurodollar Rate Loans; Portions, (Bii) to convert all or convert, at the expiration of the applicable Interest Period, any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date Portions to Base Rate LoansPortions, on such expiration date; and or (Ciii) to continue all or any part of the outstanding Eurodollar Rate Loans having Portions as Eurodollar Portions for one or more additional Interest Periods which expire Periods, subject to Section 2.7, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided, however, no such outstanding Loan may be continued asprovided that Borrower shall not have the right to continue any Eurodollar Portion, or be converted convert any Base Rate Portion into, a Eurodollar Rate Loan (i) if Portion when any Default with respect to the continuation of, payment of interest or the conversion into, would violate principal hereunder or any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing and in such case all outstanding Eurodollar Portions shall automatically convert into a Base Rate Portion effective as of the expiration date of the related Interest Period. Any In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into Base Rate Portions, and if such conversion into occurs prior to the expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan Portion under this Section 5.1(c2.8, Borrower shall deliver an irrevocable notice thereof in the form annexed hereto as Exhibit "A" (a "Notice of Conversion or Continuation") shall to Lender no later than 11:00 A.M., New York City time, (which notice may be in a minimum amount by facsimile transmission provided that an original is delivered prior to the close of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except business on the immediately succeeding Business Day) three (3) Business Days prior to the proposed conversion or continuation date in the case of a conversion into to, or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue of, a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateEurodollar Portion. A Notice of Conversion/Conversion or Continuation shall specify (Au) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bv) the principal amount and Type of the Loan Portion to be converted/converted or continued, (Cw) whether such the Loan shall portion to be converted and/or continuedor continued is evidenced by the Note or the California Note, and (Dx) whether a conversion or continuation is requested, (y) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.,

Conversion or Continuation. With respect to Dollar denominated Loans, the Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert on any Business Day at any time all or any part of outstanding after the seventh Business Day following the Initial Borrowing Date to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurocurrency Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may that the aggregate principal amount of the -------- ------- Eurocurrency Loans for each Interest Period therefor must be continued as, in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or be converted into, a Eurodollar Rate Loan an integral multiple of (i) if in the continuation ofcase of a Borrowing in Dollars, or the conversion into$1,000,000, would violate any of the provisions of Section 5.2 or (ii) if in the case of a Borrowing in Sterling, (Pounds)750,000, or (iii) in the case of a Borrowing in Euros, 1,000,000 Euros, in each case in excess thereof. With respect to Euro or Sterling denominated Loans, the Borrower may elect to continue such Eurocurrency Loans or any portion thereof for an Event of Default or a Potential Event of Default would occur or has occurred and is continuingadditional Interest Period. Any Each conversion into or continuation of Eurodollar Rate Term A Dollar Loans under this Section 5.1(c) shall be allocated among the Term A Dollar Loans of the Term A Dollar Lenders in accordance with their respective Term A Dollar Pro Rata Shares. Each conversion or continuation of Term B Loans shall be allocated among the Term B Loans of the Term B Lenders in accordance with their respective Term B Pro Rata Shares. Each conversion or continuation of Term C Loans shall be allocated among the Term C Loans of the Term C Lenders in accordance with their respective Term C Pro Rata Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata Shares. Each conversion or continuation of Multicurrency Revolving Loans shall be allocated among the Multicurrency Revolving Loans of the Lenders in accordance with their respective Multicurrency Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount "Notice of $1,000,000 Conversion or ----------- ----------------------- Continuation") and in integral multiples of $100,000 in excess of that amount, except shall be made by giving the Administrative Agent at least ------------ three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) four Business Days (Days' in the case of continuation of a Term A Euro Loan or non-Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Multicurrency Revolving Loan) in advance of prior written notice thereof to the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify Address given not later than 12:00 p.m. (ANew York City time) specifying (i) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion toto or a continuation of Eurocurrency Loans, the Interest 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 Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation ofin whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, a Eurodollar Rate shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of 30 days for any Term A Euro Loan or non-Dollar denominated Multicurrency Revolving Loan, as the requested Eurodollar Interest Periodcase may be, if an Unmatured Event of Default or an Event of Default has occurred and is continuing. In lieu of delivering a Notice of Conversion/ContinuationIf, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by within the time period required under the terms of this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)2.6, the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any does not receive a Notice of Conversion/----------- Conversion or Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans shall will be automatically be continued as Eurodollar converted to Base Rate Loans or, in the case of Term A Euro Loans and non-Dollar denominated Multicurrency Revolving Loans, Eurocurrency Loans with a Eurodollar an Interest Period of thirty (30) days; provided, however, no such outstanding Loan may one month. Each Notice of Conversion or Continuation shall be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of Section 2.09, the Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, Loan and the succeeding Eurodollar Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of such continued Loans shall commence on such expiration datethe Loan to be continued; provided, however, Eurodollar Rate Loans may only be converted into Base Rate Loans on the expiration date of an Interest Period applicable thereto; provided further that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of ; and provided further that the Base Rate Loans made on the Effective Date may not be converted to Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in prior to three Business Days after the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Effective Date. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) two Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to a Base Rate Loan), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify certify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) that no Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.06(d), if the Borrower confirms ; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.06(d) and upon conversion/continuation by the Agent in accordance with this Agreement, pursuant to any telephonic notice the Borrower shall have effected such conversion or continuation, as the case may be, hereunder. Any Except as provided in Section 2.09(d), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. The Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all to convert Prime Rate Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Prime Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; PROVIDED, HOWEVER, that the aggregate principal amount of the Eurodollar Rate Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of EXHIBIT 2.6 hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Agent at least three Business Days' prior written notice thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying the amount and type of conversion or continuation, in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor, and in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender or D Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of outstanding Base Prime Rate Loans to Eurodollar Rate Loans; (B) to convert all , and no continuation in whole or any in part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on upon the same date to Base Rate Loans, on such expiration date; and (C) to continue all or of any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period therefor, shall be permitted at any time at which an Unmatured Event of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, Default or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has shall have occurred and is be continuing. Any conversion into If, within the time period required under the terms of this SECTION 2.6, the Agent does not receive a Notice of Conversion or continuation of Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into for an additional Interest Period or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will automatically convert to Prime Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans Portion or Federal Funds Portion to Eurodollar Rate Loans; Portions, (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (Cii) to continue all or any part of the outstanding Eurodollar Rate Loans having Portions as Eurodollar Portions for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided, however, provided that no such outstanding Loan Portion may be continued as, or be converted into, a Eurodollar Rate Loan (i) if Portion when any Default with respect to the continuation of, payment of money or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing, or (iii) to convert at anytime all or any portion of the outstanding Eurodollar Portions to a Base Rate Portion or a Federal Funds Portion. Any In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into a Base Rate Portion, and if such conversion into occurs prior to the expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan Portion under this Section 5.1(c2.08, Borrower shall deliver an irrevocable notice thereof in the form annexed hereto as Exhibit "C" (a "Notice of Conversion or Continuation") shall to Agent no later than 11:00 A.M., New York City time, (which notice may be in a minimum amount by facsimile transmission provided that an original is delivered prior to the close of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except business on the immediately succeeding Business Day) three (3) Business Days prior to the proposed conversion or continuation date in the case of a conversion into to, or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue of, a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateEurodollar Portion. A Notice of Conversion/Conversion or Continuation shall specify (Av) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bw) the principal amount and Type of the Loan Portion to be converted/converted or continued, (Cx) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dy) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanPortion, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, Period and (z) the Borrower or the Contract Rate applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (Loan Portion to be converted or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingpreviously quoted by Agent.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of Section 2.09, the Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan as a Eurodollar Rate Loans having Eurodollar Loan and the succeeding Interest Periods which expire Period(s) of such continued Loan shall commence on the same date as last day of the Interest Period of the Loan to be continued; provided, however, Base Rate Loans may only be converted to Eurodollar Rate Loans, and Eurodollar Rate Loans may only be continued, in amounts equal to $1,000,000 and integral multiples of $100,000 in excess of that amount; provided further, Eurodollar Rate Loans may only be converted into Base Rate Loans on the succeeding Eurodollar expiration date of an Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, provided further that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of ; and provided further that Base Rate Loans made during the period from and including the Closing Date through the date thirty days after the Closing Date may not be converted to Eurodollar Rate Loans under this Section 5.1(c) shall be prior to thirty-one days after the Closing Date, unless the Agent otherwise consents in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified writing. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) two Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to a Base Rate Loan), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify certify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) that no Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.06(d), if the Borrower confirms ; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.06(d) and upon conversion/continuation by the Agent in accordance with this Agreement, pursuant to any telephonic notice the Borrower shall have effected such conversion or continuation, as the case may be, hereunder. Any Except as provided in Section 2.09(d), a Notice of Conversion/Conversion/ Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to Section 2.4, Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall for each Interest Period therefor must be in a minimum an aggregate principal amount of $1,000,000 and in or an integral multiples multiple of $100,000 250,000 in excess thereof. Each such election shall be in substantially the form of that amount, except in the case of Exhibit 2.6 hereto (a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a "Notice of Conversion/Continuation to the Conversion or Continuation") and shall be made by giving Administrative Agent no at least three Business Days' prior written notice thereof, given not later than 11:00 a.m. 1:00 P.M. (New York City time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four to the Notice Address specifying (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion toto or a continuation of Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation ofis made with respect to Revolving Loans, Term A Loans or Term B Loans and (iv) in the case of a Eurodollar Rate Loanconversion, the requested date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans which comprise part of the same Borrowing to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on comprise part of the same date Borrowing to Base Rate Loans, on such expiration date; and the last day of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and last day of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, PROVIDED that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into . (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(cSECTION 2.9, the Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION)" to the Agent no later than 12:00 noon, New York City time, (i) shall be at least one Business Day in a minimum amount advance of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)2.9, the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and (C) to convert all or any part of any Dollar denominated Loan to an Alternative Currency Loan; (D) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an Alternative Currency Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section SECTION 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section SECTION 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Payment and Disbursement Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Payment and Disbursement Agent telephonic notice of any proposed conversion/continuation by the time required under this Section SECTION 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation 62 of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section SECTION 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section SECTION 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the provisions of subsection 2.6, the applicable Qualified Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans (other than French Tranche C2 Term Loans, which shall always constitute Euro LIBOR Loans) or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; Loan to a Domestic Borrower, to continue all or any portion of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (Biii) to convert at any time all or any part of its outstanding Eurodollar Rate Offshore Revolving Loans having Eurodollar Interest Periods which expire on the same date equal to Base Rate Loans$5,000,000 and integral multiples of $1,000,000, on such expiration date; from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (Civ) upon the expiration of any Interest Period applicable to a Euro Rate Loan, to continue as a Euro Rate Loan all or any part portion of outstanding Eurodollar such Euro Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Eurodollar Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of such continued Loans shall commence on such expiration date; the Loan to be continued, provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the The applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) Day in advance of the proposed conversion/continuation datedate (in the case of a conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Euro Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continued, the nature of the proposed conversion/continuation and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Euro Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D; provided, if the Borrower confirms that, such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Euro Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified relevant Borrower shall be bound to convert or continue in accordance therewith. In , unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6E for failure of a conversion to or continuation of any Euro Rate Loan to occur on the event no date specified therefor in a Notice of Conversion/Continuation is delivered as and when specified (or telephonic notice in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuinglieu thereof).

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Term Loans, on such LC Facility Loans, Synthetic Letter of Credit Loans or Revolving Loans equal to the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration date; and (C) of any Interest Period applicable to a LIBOR Rate Loan or a BA Loan, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period portion of such continued Loans shall commence on such expiration dateLoan equal to the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount as a LIBOR Rate Loan or a BA Loan; provided, however, no such outstanding that a LIBOR Rate Loan may be continued as, or only be converted into, into a Eurodollar Base Rate Loan and a BA Loan may only be converted into a Canadian Prime Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (iNew York City time) if the continuation of, or the conversion into, would violate any at least one Business Day in advance of the provisions of Section 5.2 or proposed conversion date (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into to a Base Rate Loan or a continuation of an entire Borrowing of Non Pro Rata Loans. (iiCanadian Prime Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan or a BA Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if Administrative Agent shall promptly notify each applicable Lender of the Borrower confirms such notice by delivery of Loan subject to the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any Each conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) of a Facility shall be allocated among the Loans of the Lenders in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in integral multiples the case of $100,000 a continuation of Alternative Currency Loans denominated in excess of that amount, except Sterling or one Business Day in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Base Rate Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation prior written notice thereof to the Administrative Agent no Notice Address given not later than 11:00 a.m. 12:00 p.m. (New York City time) at least three (3) Business Days (12:00 p.m. London time in the case of a Dollar continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 other than Loans denominated Loan)in Alternative Currencies, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion or four (4) Business Days (Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower (or the applicable relevant Qualified Borrower Borrower, as applicable) shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower (or the applicable relevant Qualified Borrower Borrower, as applicable) shall deliver a notice (a "Notice of Conversion/Continuation Continuation") to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion/ Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower (or the applicable such Qualified Borrower Borrower, as applicable) shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Eurocurrency Loans; , (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any conversion into or Each continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be allocated among the Loans in the applicable Facility of the applicable Lenders in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or a three Business Days’ in the case of continuation of an entire Borrowing a Loan denominated in Euros) prior written notice thereof to the Notice Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of Non Pro Rata Loans. conversion or continuation, (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loanconversion to or a continuation of Eurocurrency Loans, the Interest Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 (other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or four (4) Business Days (an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of 30 days, for any Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Committed Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Committed Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $1,000,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto unless Borrower pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided further that, until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to Borrower on which the primary syndication of the Loans has been completed, no such outstanding Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period of other than one month and no Eurodollar Rate Loan may be continued as, or be converted into, as a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any with an Interest Period of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingother than one month. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) Business Days on the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (to Agent on or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Any Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Loans denominated in Dollars that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar denominated in an Alternative Currency for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any Each conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) of a Facility shall be allocated among the Loans of the Lenders in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.7 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days’ prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify specifying (Ai) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Eurocurrency Loans, upon the expiration of the Interest Period applicable theretotherefor, such Loans and (iii) in the case of a conversion, the date of conversion (which date shall automatically be continued as Eurodollar a Business Day). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans with a Eurodollar Interest Period to Eurocurrency Loans, and no continuation in whole or in part of thirty (30) days; providedEurocurrency Loans other than Loans denominated in Alternative Currencies, however, no such outstanding Loan may shall be continued as, permitted at any time at which an Unmatured Event of Default or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential shall have occurred and be continuing. Borrowers shall not be entitled to specify an Interest Period in excess of one month for any Alternative Currency Loan if an Unmatured Event of Default would occur or an Event of Default has occurred and is continuing.. If, within the time period required under the terms of this

Conversion or Continuation. Subject to Section 2.4, Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall for each Interest Period therefor must be in a minimum an aggregate principal amount of $1,000,000 and in or an integral multiples multiple of $100,000 500,000 in excess thereof. Each such election shall be in substantially the form of that amount, except in the case of Exhibit 2.6 hereto (a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a "Notice of Conversion/Continuation to the Administrative Conversion or Continuation") and shall be made by giving Agent no at least three Business Days' prior written notice thereof, given not later than 11:00 a.m. 12:00 P.M. (New York City time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four to the Notice Address specifying (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a of Eurodollar Rate LoanLoans, the requested Interest 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 Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. Subject to Section 2.4, Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) on any Business Day to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall for each Interest Period therefor must be in a minimum an aggregate principal amount of $1,000,000 and in or an integral multiples multiple of $100,000 500,000 in excess thereof. Each such election shall be in substantially the form of that amount, except in the case of Exhibit 2.6 hereto (a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a "Notice of Conversion/Continuation to the Administrative Conversion or Continuation") and shall be made by giving Agent no at least three Business Days' prior written notice thereof, given not later than 11:00 a.m. 12:00 P.M. (New York City time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four to the Notice Address specifying (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion toto or a continuation of Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation ofis made with respect to Acquisition Loans, Working Capital Loans, Term A Loans, Term B Loans or Term C Loans and (iv) in the case of a Eurodollar Rate Loanconversion, the requested date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Loans, 51 58 shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of Section 2.6 hereof, the Borrowers shall have the option (Ai) to convert at any time all or any part of outstanding Revolving Credit Loans from Revolving Credit Loans bearing interest as Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Revolving Credit Loans having Eurodollar Interest Periods which expire on the same date to Base bearing interest as Euro-Rate Loans, on such expiration date; and (Cii) upon the expiration of any Interest Period applicable to a Euro-Rate Loan, to continue all or any part portion of outstanding Eurodollar such Revolving Credit Loan as a Euro-Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan, and the succeeding Eurodollar Interest Period of such continued Loans Euro-Rate Loan shall commence on such expiration datethe most recent Interest Payment Date thereof; provided, however, no such outstanding provided however that a Euro-Rate Loan may be continued as, or only be converted into, into a Eurodollar Revolving Credit Loan bearing interest as a Base Rate Loan (i) if on the continuation of, or the conversion into, would violate any expiration date of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingInterest Period applicable thereto. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent Bank no later than 11:00 a.m. A.M. (New York Louisville, Kentucky time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Revolving Credit Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a Eurodollar Euro-Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Euro-Rate Loan or a Base Rate Loan, that no Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent Bank telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) Bank on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. The Banks shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Bank believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Credit Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, the Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Euro-Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable on and after the related Interest Rate Determination Date and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the -------------------------- option (A) to convert at any time all or any part of outstanding Base Rate Loans (other than Swing Loans) to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding -------- ------- Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has ------------ occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 --------------- and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower ------------------ Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date; provided, -------- however, that any Notice of Conversion/Continuation delivered on the Merger ------- Funding Date may be delivered until 1:00 p.m. (New York time) with respect to a conversion proposed to be effective three (3) Business Days after the Merger Funding Date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms ------------------- and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative ------------------ Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of (except as provided below), to convert outstanding Base Rate Loans to (or any portion thereof in an aggregate amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all outstanding Eurodollar Loans (or any part portion thereof in an aggregate amount not less than $5,000,000, or that is in an integral multiple of outstanding Eurodollar $1,000,000 in excess thereof) into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part portion thereof for an additional Interest Period. Each conversion or continuation of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Revolving Loans shall commence on be allocated among the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. Each such expiration date; provided, however, no such outstanding Loan may election shall be continued as, in substantially the form of Exhibit 2.6 hereto (a "Notice of Conversion or Continuation") and shall be converted into, a Eurodollar Rate Loan made by giving Administrative Agent at least three Business Days' prior irrevocable written notice thereof to the Notice Address specifying (i) if the continuation ofamount and type of conversion or continuation, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, to or a continuation of, a of Eurodollar Rate LoanLoans, the requested Interest 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 Eurodollar Loans, also shall be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or will be converted into, a Eurodollar automatically to Base Rate Loan (i) if the continuation of, Loans. Each Notice of Conversion or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation shall be irrevocable.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, any Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $500,000 and multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) Loan, to convert all or any part of its outstanding Term Loans or Revolving Loans from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such or (iii) upon the expiration date; and (C) of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any part portion of outstanding such Loan equal to $500,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrowers shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (iNew York City time) if the continuation of, or the conversion into, would violate any at least one Business Day in advance of the provisions of Section 5.2 or proposed conversion date (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. (iiBase Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified any Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt If a Borrower fails to deliver a timely notice with respect to a conversion/continuation of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)Eurodollar Rate Loan, the then, unless such Eurodollar Rate Loan is repaid as provided herein, such Loan shall be converted into a Base Rate Loan. Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any any Loan subject to a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $2,000,000 and multiples of $250,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; , or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of outstanding a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the expiration date of an Interest Period applicable thereto unless Borrower pays on such conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred date all amounts owing to Lenders under subsection 2.6D; and is continuing. Any conversion provided further that no Loan may be converted into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be continued as a Loan denominated in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountdifferent currency, except but instead must be prepaid in the case original currency of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a such Loan under Section 5.1(c)(i), and then reborrowed in the Borrower or the applicable Qualified other currency. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) Business Days on the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanLoan denominated in U.S. Dollars) and at least four Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan denominated in an Approved Foreign Currency). Agent is its discretion may notify Borrower and the requested Eurodollar Interest PeriodLenders of such other market practice and upon such notification. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give Agent telephonic notice by the Administrative required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Revolving Loans and Term Loan equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountamount from Loans bearing interest determined by reference to the Base Rate to Loans bearing interest determined by reference to the Eurodollar Rate (ii) to convert at any time all or any part of its outstanding Revolving Loans and Term Loan equal to $250,000 and multiples of $100,000 in excess of that amount from Loans bearing interest determined by reference to the Eurodollar Rate to Loans bearing interest determined by reference to the Base Rate or (iii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, except to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that in the event that Eurodollar Rate Loans are converted on any date that is not the last day of the Interest Period applicable thereto for any reason, Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders and their Participants harmless against any and all losses in accordance with subsection 2.6D(iii). Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Los Angeles time) on the proposed conversion date (in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. (iiBase Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt of If Borrower fails to deliver a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)with respect to any Eurodollar Rate Loan as described above, the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan. Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any any Loan subject to a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified provisions of Section 2.06 hereof, the Borrower shall have the option (A1) to convert at any time all or any part of outstanding Base Revolving Credit Loans which, in the aggregate, equal $100,000.00 or an integral multiple of $1,000.00 in excess of that amount from Prime Rate Loans to Eurodollar Rate Loans; or (B2) to convert all or any part of outstanding Revolving Credit Loans which, in the aggregate, equal $100,000.00 or an integral multiple of $1,000.00 in excess of that amount from Eurodollar Rate Loans having to Prime Rate Loans on the expiration date of any Eurodollar Interest Periods which expire on Period applicable thereto; or (3) upon the same date expiration of any Eurodollar Interest Period applicable to Base a Eurodollar Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Revolving Credit Loans equal to $100,000.00 or an integral multiple of $1,000.00 in excess of that amount as Eurodollar Rate Loans having Eurodollar Interest Periods which expire on of the same date as Eurodollar Rate Loanstype, and the succeeding Eurodollar Interest Period of such continued Revolving Credit Loans shall commence on such the expiration datedate of the Eurodollar Interest Period applicable thereto; provided, however, that no such outstanding Revolving Credit Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (iib) To In the event the Borrower shall elect to convert or continue a Revolving Credit Loan under this Section 5.1(c)(i2.02(iii), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent Lender no later than 11:00 a.m. 2:00 p.m. (New York Philadelphia, Pennsylvania time) at least three (3) Business Days (on the proposed conversion date in the case of a Dollar denominated conversion to a Prime Rate Loan), or four and no later than 2:00 p.m. (4Philadelphia, Pennsylvania time) at least two Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to or a continuation of a Eurodollar Rate Loan. A Notice of Conversion/Continuation shall specify (A1) the proposed conversion/continuation date (which shall be a Business Day), (B2) the principal amount of the Revolving Credit Loan to be converted/continued, (C3) whether such Loan shall be converted and/or continued, the nature of the proposed conversion/continuation and (D4) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.02(iii); provided, if the Borrower confirms however, that such notice shall be confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, Lender promptly (but in no event later than 3:00 p.m. (New York timethe proposed conversion/continuation date) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(iiContinuation. (c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Revolving Credit Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the such continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing or would occur as a result of such continuation or conversion. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 noon (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/conversion/ continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion/ Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans which comprise part of the same Borrowing to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on comprise part of the same date Borrowing to Base Rate Loans, on such the expiration date; and date of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; providedPROVIDED, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into . (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(c2.9, the Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION") shall be in a minimum amount to the Agent no later than 12:00 Noon, Chicago time, (i) on the Business Day of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount amount, Facility and Type of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof2.9(b), the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. Borrower may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have earlier of (i) the option 30th day after the Initial Borrowing Date and (Aii) the Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the aggregate principal amount of the Loan Eurodollar Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Commitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a "Notice of Conversion or Continuation") and shall be made by giving Agent at least three Business Days' prior written notice thereof to be converted/continuedthe Notice Address specifying (i) the amount and type of conversion or continuation, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion toto or a continuation of Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation of, is made with respect to Revolving Loans or Term Loans and (iv) in the case of a Eurodollar Rate Loanconversion, the requested date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other -------------------------- provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans which comprise part of the same Borrowing to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on comprise part of the same date Borrowing to Base Rate Loans, on such the expiration date; and date of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into . (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(c2.9, the Borrower shall deliver an irrevocable notice thereof (a "Notice ----------- of Conversion or Continuation") shall be in a minimum amount to the Agent no later than 12:00 Noon, Chicago time, (i) on the Business Day of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount and Type of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof2.9(b), the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, with -------------- a Loan (or telephonic notice in lieu copy thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time continue all or any part of its outstanding Base Eurodollar Rate Loans in an amount equal to Eurodollar Rate Loans; $10,000,000 and integral multiples thereof or (Bii) to convert all or any part of its outstanding Loans in an amount equal to $10,000,000 and integral multiples of $10,000,000 in excess thereof from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis provided (a) Base Rate Loans may be converted into Eurodollar Rate Loans having at any time, and, subject to subsection 2.6D, Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration dateLoans may be converted or continued at any time; and (Cc) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, as or be converted into, into a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate at any of the provisions of Section 5.2 or (ii) if time that an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 noon (New York time) at least one (1) Business Day in advance of the proposed conversion date in the case of a conversion to a Base Rate Loan and at least three (3) Business Days (in advance of the proposed conversion/continuation date in the case of a Dollar denominated Loan)conversion to, or a continuation of, a Eurodollar Rate Loan; provided, however, that if Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than 14-days, one, two, three or six months in duration as provided in Section 2.2B, the Notice of Conversion/Continuation must be received by Administrative Agent not later than 12:00 noon (New York time) four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date, whereupon Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. A Not later than 12:00 noon (New York time), three Business Days before the proposed conversion/continuation date, Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period described in the preceding proviso has been consented to by all the Lenders. Each Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no submitting any such Notice of Conversion/Continuation is delivered shall be bound to effect a conversion or continuation in accordance therewith unless Borrower pays to Lenders such amounts as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, due under subsection 2.6D for failure of a conversion to or be converted into, a continuation of any Eurodollar Rate Loan to occur on the date specified therefor in the Notice of Conversion/Continuation (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingtelephonic notice in lieu thereof).

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans Portion to Eurodollar Rate Loans; Portions, or (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (Cii) to continue all or any part of the outstanding Eurodollar Rate Loans having Portions as Eurodollar Portions for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided, however, provided that no such outstanding Loan Portion may be continued as, or be converted into, a Eurodollar Rate Loan (i) if Portion when any Default with respect to the continuation of, payment of money or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing or (iii) to convert at any time all or any portion of the outstanding Eurodollar Portions to a Base Rate Portion. Any In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into a Base Rate Portion, and if such conversion into occurs prior to the expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan Portion under this Section 5.1(c2.08, Borrower shall deliver an irrevocable notice thereof in the form annexed hereto as Exhibit "C" (a "Notice of Conversion or Continuation") shall to Agent no later than 11:00 A.M., New York City time, (which notice may be in a minimum amount by facsimile transmission provided that an original is delivered prior to the close of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except business on the immediately succeeding Business Day) three (3) Business Days prior to the proposed conversion or continuation date in the case of a conversion into to, or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue of, a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateEurodollar Portion. A Notice of Conversion/Conversion or Continuation shall specify (Av) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bw) the principal amount and Type of the Loan Portion to be converted/converted or continued, (Cx) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dy) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanPortion, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, Period and (z) the Borrower or the Contract Rate applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (Loan Portion to be converted or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingpreviously quoted by Agent.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans which comprise part of the same Borrowing to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on comprise part of the same date Borrowing to Base Rate Loans, on such expiration date; and the last day of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and last day of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedapplicable thereto, however, PROVIDED that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into . (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(c2.7, the Borrower shall deliver an irrevocable notice thereof (a "NOTICE OF CONVERSION OR CONTINUATION") shall be to the Agent no later than 12:00 noon, New York City time, (i) at least one Business Day in a minimum amount advance of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)2.7, the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, a Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Term Loans or Revolving Loans denominated in Dollars equal to the Minimum Amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to any Offshore Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) Loan to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period portion of such continued Loans shall commence on such expiration dateLoan equal to the Minimum Amount as an Offshore Rate Loan; provided, however, no such outstanding that any Offshore Rate Loan denominated in Dollars may be continued as, or only be converted into, into a Eurodollar Base Rate Loan (i) if on the continuation of, or the conversion into, would violate any expiration date of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion Interest Period applicable thereto; provided further that Revolving Loans denominated in an Offshore Currency may not be converted into or continuation of Eurodollar Base Rate Loans under this Section 5.1(c) shall and that Loans denominated in one currency may not be converted into Loans denominated in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified another currency. A Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York timeLocal Time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar conversion of an Offshore Rate Loan denominated in Dollars to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, an Offshore Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/conversion/ continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified a Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify promptly transmit said notice by telefacsimile or telephone to each applicable Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by facsimile transmission, a duly authorized officer or other similar form person authorized to act on behalf of transmissionsuch Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the proposed conversion/applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a an Offshore Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Borrower may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have earlier of (i) the option 30th day after the Initial Borrowing Date and (Aii) the Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the aggregate principal amount of the Loan Eurodollar Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a "Notice of Conversion or Continuation") and shall be made by giving Agent at least three Business Days' prior written notice thereof to be converted/continuedthe Notice Address specifying (i) the amount and type of conversion or continuation, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a of Eurodollar Rate LoanLoans, the requested Interest 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 Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Company that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $500,000 and multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted -------- ------- into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan Interest Period applicable thereto unless Company pays on such conversion date all amounts owing to Lenders under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower subsection 2.6D. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give Agent telephonic notice by the Administrative required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by -------- delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. Any Borrower (other than Canadian Borrowers) may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have earlier of (a) the option 90th day after the Initial Borrowing Date and (Ab) the Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Eurocurrency Loans; , (Bii) at the end of any Interest Period with respect thereto, to convert all Term Loans denominated in Dollars and Revolving Loans that are Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; Period and (Ciii) at the end of any Interest Period with respect thereto, to continue all or any part of outstanding Eurodollar Rate Term Loans having Eurodollar that are Eurocurrency Loans for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Section 5.2 Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMinimum Borrowing Multiples in excess thereof. Any Each conversion into or continuation of Eurodollar Rate Term Loans under this Section 5.1(c) shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Term Pro Rata Shares. Each conversion or continuation of UK Revolving Loans shall be allocated among the UK Revolving Loans of the Lenders in accordance with their respective UK Revolver Pro Rata Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount "Notice of $1,000,000 Conversion or Continuation") and in integral multiples of $100,000 in excess of that amount, except shall be made by giving Administrative Agent at least three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans) or a four Business Days' in the case of continuation of an entire Borrowing a Loan denominated in Euros) prior written notice thereof to the Notice Address given not later than 12:00 p.m. (New York City time) specifying (i) the amount and type of Non Pro Rata Loans. conversion or continuation, (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loanconversion to or a continuation of Eurocurrency Loans, the Interest Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day). Notwithstanding the foregoing, 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 (other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or four (4) Business Days (an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of 30 days, for any Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of an Alternative Currency Loan) , Eurocurrency Loans in advance the same Applicable Currency with an Interest Period of the proposed conversion/continuation dateone month. A Each Notice of Conversion/Conversion or Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Additional Credit Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base --------- ------- Rate Loan on the continuation ofexpiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Base Rate Loan -------- ------- during the conversion into, would violate period from December 24 of any year to and including January 7 of the provisions immediately succeeding year for the purpose of Section 5.2 investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingspeculation. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. A.M. (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (to Agent on or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, Borrower shall have the option (Ai) to convert at any time all or any part of the outstanding Base Rate Loans Portions (other than Swing Line Advances, but including Refunded Swing Line Advances,) to Eurodollar Rate Loans; Portions, (Bii) to convert all or convert, at the expiration of the applicable Interest Period, any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date Portions to Base Rate LoansPortions, on such expiration date; and or (Ciii) to continue all or any part of the outstanding Eurodollar Rate Loans having Portions as Eurodollar Portions for one or more additional Interest Periods which expire Periods, subject to Section 2.7, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on applicable thereto (or prior to such expiration date, provided Borrower pays Funding Costs in connection therewith pursuant to Section 2.17); provided, however, no such outstanding Loan may be continued as, provided that Borrower shall not have the right to continue any Eurodollar Portion or be converted convert any Base Rate Portion into, a Eurodollar Rate Loan (i) if Portion when any Default with respect to the continuation of, payment of interest or the conversion into, would violate principal hereunder or any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing and in such case all outstanding Eurodollar Portions shall automatically convert into a Base Rate Portion effective as of the expiration date of the related Interest Period. Any Notwithstanding anything to the contrary herein, all Swing Line Advances shall be Base Rate Portions, and Borrower shall not be entitled to convert any Swing Line Advance into a Eurodollar Portion. In the event Eurodollar Portions are not available pursuant to Section 2.16, Borrower shall be deemed to have elected to convert such Eurodollar Portions into Base Rate Portions, and if such conversion into occurs prior to the expiration date of the applicable Interest Period, Borrower shall also pay all Funding Costs and other costs, expenses and losses in connection therewith pursuant to Sections 2.16 and 2.17. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan Portion under this Section 5.1(c2.8, Borrower shall deliver an irrevocable notice thereof in the form annexed hereto as Exhibit "C-2" (a "Notice of Conversion or Continuation") shall to Lender no later than 11:00 A.M., New York City time, (which notice may be in a minimum amount by facsimile transmission provided that an original is delivered prior to the close of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except business on the immediately succeeding Business Day) three (3) Business Days prior to the proposed conversion or continuation date in the case of a conversion into to, or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue of, a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateEurodollar Portion. A Notice of Conversion/Conversion or Continuation shall specify (Av) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bw) the principal amount and Type of the Loan Portion to be converted/converted or continued, (Cx) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dy) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanPortion, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, Period and (z) the Borrower or the existing Contract Rate applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant Portion to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinued.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans or IBOR Rate Loans on such expiration date; and (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans or Eurodollar Rate Loans on such expiration date; (D) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided(E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, howeverand the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans or IBOR Rate Loans under this Section SECTION 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section SECTION 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Payment and Disbursement Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (E) in the case of a conversion to, or continuation of, an IBOR Rate Loan, 75 the requested IBOR Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Payment and Disbursement Agent telephonic notice of any proposed conversion/continuation by the time required under this Section SECTION 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section SECTION 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section SECTION 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans or IBOR Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to not less than $5,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to not less than $5,000,000 as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided further that during the period commencing on (and including) the Closing Date and ending on the earlier of (i) if the continuation of, or the conversion into, would violate any one-month anniversary of the provisions of Section 5.2 or date on which the first Eurodollar Rate Loan is made under this Agreement and (ii) if an Event of Default the date Administrative Agent sends a notice to Company indicating that Lenders' primary syndication has been concluded, (a) no Loan may be made or continued as or converted into a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans Loan having an Interest Period of longer than one month and (b) the last day of the Interest Period applicable to any Eurodollar Rate Loan shall be the one-month anniversary of the date on which the first Eurodollar Rate Loan is made under this Section 5.1(c) shall Agreement; and provided still further that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a minimum amount rate determined by reference to any other basis for the purpose of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into arbitrage or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower speculation. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:00 P.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (Bi) to convert all or any part of its outstanding Eurodollar LIBOR Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoans at the end of then-current LIBOR Period therefor, on such expiration date; and (Cii) to continue all or any part of outstanding Eurodollar convert Base Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar to LIBOR Rate Loans, and or (iii) to change or continue the succeeding Eurodollar Interest LIBOR Period applicable to all or a portion of such continued Loans shall commence on such expiration datethe Loans; provided, however, no such outstanding Loan that (A) except as provided in SECTION 4.03, LIBOR Rate Loans may be continued converted into Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Revolving Advances extended as, or be converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), (C) any request for extension or conversion of a Eurodollar LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for a LIBOR Period of one month; and (iD) no Base Rate Loans may be converted to LIBOR Rate Loans if the continuation of, any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is then continuing. Any Each such extension or conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in effected by the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 11:00 a.m. (prior to 1:00 p.m., New York City time) at least three (3) , on the third Business Days (in Day prior to the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance date of the proposed extension or conversion/continuation date, substantially in the form of Exhibit N-2 hereto, specifying (x) the date of the proposed extension or conversion, (y) the Revolving Advances to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower . The Borrowers shall be bound to convert or continue in accordance therewith. In the event have no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(iimore than seven (7) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar LIBOR Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate at any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingone time.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert on any Business Day at any time all or any part after the earlier of outstanding (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurodollar Rate Loans; Eurocurrency Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurocurrency Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurocurrency Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any aggregate principal amount of the provisions of Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 5.2 2.3. With respect to Euro or (ii) if Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an Event of Default or a Potential Event of Default would occur or has occurred and is continuingadditional Interest Period. Any Each conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a minimum amount “Notice of $1,000,000 Conversion or Continuation”) and in integral multiples of $100,000 in excess of that amount, except shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) four Business Days (Days’ in the case of continuation of a Term B Euro Loan or a non-Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Revolving Loan) in advance of prior written notice thereof to the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify Office given not later than 1:00 p.m. (ANew York City time) specifying (i) the proposed conversion/continuation date (which shall be a Business Day)amount and type of conversion or continuation, (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion to, to or a continuation of, a Eurodollar Rate Loanof Eurocurrency Loans, the requested Eurodollar Interest Period. In lieu Period therefor, and (iii) in the case of delivering a Notice of Conversion/Continuationconversion, the Borrower date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the applicable Qualified Borrower may give the Administrative Agent telephonic notice expiration of any proposed conversion/continuation by Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any Term B Euro Loan or non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)2.6, the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any does not receive a Notice of Conversion/Conversion or Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans shall will be automatically be continued as Eurodollar converted to Base Rate Loans or, in the case of Term B Euro Loans and non-Dollar denominated Revolving Loans, Eurocurrency Loans with a Eurodollar an Interest Period of thirty (30) days; provided, however, no such outstanding Loan may one month. Each Notice of Conversion or Continuation shall be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (Ba) to convert all or any part of the outstanding Eurodollar LIBOR Rate Loans having Eurodollar Interest Periods which expire on the same date to Alternate Base Rate Loans, on such expiration date; and (Cb) to convert Alternate Base Rate Loans to LIBOR Rate Loans or (c) to change or continue the LIBOR Period applicable to all or any part a portion of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar LIBOR Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan that (i) except as provided in Section 3.04, LIBOR Rate Loans may be continued converted into Alternate Base Rate Loans only on the last day of the LIBOR Period applicable thereto unless the Borrowers agree to pay all amounts due pursuant to Section 3.03, (ii) Loans extended as, or be converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” and (iii) any request for extension or conversion of a Eurodollar LIBOR Rate Loan (i) if that shall fail to specify a LIBOR Period shall be deemed to be a request for a LIBOR Period of one month. Each such extension or conversion shall be effected by the continuation ofBorrower Representative, or the conversion into, would violate any on behalf of the provisions of Section 5.2 applicable Borrower, to give a written notice (or telephone notice promptly confirmed in writing) (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a “Notice of Conversion/Continuation Continuation”) to the Administrative Revolving Agent no later than 11:00 a.m. (New York time) at least three (3) prior to 12:00 noon on the third Business Days (in Day prior to the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance date of the proposed extension or conversion/continuation date. A Notice , substantially in the form of Conversion/Continuation shall specify Exhibit E hereto, specifying (A) the date of the proposed extension or conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan Loans to be so extended or converted/continued, (C) whether the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. So long as there is no Default or Event of Default, in the event the Borrowers do not request extension or conversion of any LIBOR Rate Loan in accordance with this Section 3.02, or any such conversion or extension is not required by this Section 3.02, then such LIBOR Rate Loan shall be converted and/or continuedcontinued as a LIBOR Rate Loan (with a LIBOR Period of one month) at the end of each LIBOR Period applicable thereto, and (D) in until the case of a conversion to, Borrowers select an alternate LIBOR Period or continuation of, a Eurodollar convert such Loans to Alternate Base Rate Loan, the requested Eurodollar Interest PeriodLoans. In lieu the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may LIBOR Period with respect thereto. The Revolving Agent shall give the Administrative Agent telephonic each Lender notice as promptly as practicable of any such proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same dayextension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)3.02, the Administrative Revolving Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.9, Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (Bi) to convert all or any part of its outstanding Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansRevolving Loan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, Revolving Loan and the succeeding Eurodollar Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of such continued Loans shall commence on such expiration datethe Loan to be continued; provided, however, that a Eurodollar Rate Revolving Loan may only be converted into a Revolving Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no such outstanding Revolving Loan may be continued as, or be converted into, a Eurodollar Rate Revolving Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing, unless Requisite Lenders shall otherwise agree. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:00 P.M. (New York time) at least three (3) one Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) Day in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, an ABR Loan) or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Revolving Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Revolving Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continued, the nature of the proposed conversion/continuation and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Revolving Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.5D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuationcontinuation date. Any If Borrower has failed to timely deliver a Notice of Conversion/Continuation or to give such telephonic notice with respect to a Eurodollar Rate Revolving Loan, Borrower shall be deemed to have delivered to Administrative Agent a Notice of Conversion/Continuation to convert such Eurodollar Rate Revolving Loan into an ABR Loan. Neither Administrative Agent nor any Lender shall incur liability to Borrower in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.5D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, Borrower shall have effected Revolving Loans hereunder. Except as provided in subsection 2.9D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Revolving Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of an outstanding Eurodollar Rate Loans having Loan at the expiry of the applicable Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansPeriod, and the succeeding Eurodollar Interest Period of such continued Revolving Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i1) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 5.03 or (ii2) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuing unwaived. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c5.01(e) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, amount except in the case of a conversion into or a continuation of an entire Borrowing of Non or Non-Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i5.01(e)(i), the Borrower or the applicable Qualified Borrower TIMCO shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Revolving Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower TIMCO may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii5.01(e)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii5.01(e)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Revolving Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $2,000,000 and multiples of $250,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; , or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of outstanding a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the expiration date of an Interest Period applicable thereto unless Borrower pays on such conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred date all amounts owing to Lenders under subsection 2.6D; and is continuing. Any conversion provided further that no Loan may be converted into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be continued as a Loan denominated in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountdifferent currency, except but instead must be prepaid in the case original currency of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a such Loan under Section 5.1(c)(i), and then reborrowed in the Borrower or the applicable Qualified other currency. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) Business Days on the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanLoan denominated in U.S. Dollars) and at least four Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan denominated in an Approved Foreign Currency). Agent is its discretion may notify Borrower and the requested Eurodollar Interest PeriodLenders of such other market practice and upon such notification. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give Agent telephonic notice by the Administrative required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of Section 2.6 hereof, the Borrowers shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent Bank no later than 11:00 a.m. A.M. (New York Louisville, Kentucky time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Revolving Credit Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a Eurodollar Euro-Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Euro-Rate Loan or a Base Rate Loan, that no Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent Bank telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) Bank on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. The Banks shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Bank believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Credit Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, the Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Euro-Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable on and after the related Interest Rate Determination Date and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have -------------------------- the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, -------- ------- no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event ----------- of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be -------------- in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified ----------------- Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by ------------------ facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower ------------------ shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the ------------------ expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan the nature of the proposed conversion/continuation, provided that no Loans shall be converted and/or continuedto Eurodollar Rate Loans with an Interest Period of greater than one-month prior to the 90th day after the Closing Date unless otherwise approved by Administrative Agent, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Borrower may elect (i) The Borrower on any Business Day occurring on or after the applicable Qualified Borrower shall have earlier of (i) the option 30th day after the Initial Borrowing Date and (Aii) the Syndication Date to convert at any time all or any part of outstanding Base Rate Loans or any portion thereof to Eurodollar Rate Loans; Loans and (Bii) at the end of any Interest Period with respect thereto, to convert all Eurodollar Loans or any part of outstanding Eurodollar portion thereof into Base Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) or to continue all such Eurodollar Loans or any part of outstanding Eurodollar Rate Loans having Eurodollar portion thereof for an additional Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration datePeriod; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if that the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the aggregate principal amount of the Loan Eurodollar Loans for each Interest Period therefor must be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Commitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Agent at least three Business Days’ prior written notice thereof to be converted/continuedthe Notice Address specifying (i) the amount and type of conversion or continuation, (C) whether such Loan shall be converted and/or continued, and (Dii) in the case of a conversion toto or a continuation of Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation of, is made with respect to Revolving Loans or Term Loans and (iv) in the case of a Eurodollar Rate Loanconversion, the requested date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Loans, shall also be the last day of the Interest PeriodPeriod therefor). In lieu Notwithstanding the foregoing, no conversion in whole or in part of delivering Base Rate Loans to Eurodollar Loans, and no continuation in whole or in part of Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.6, Agent does not receive a Notice of Conversion/Continuation, the Conversion or Continuation from Borrower containing a permitted election to continue any Eurodollar Loans for an additional Interest Period or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate any such Loans, then, upon the expiration of the Interest Period applicable theretotherefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingirrevocable.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and (C) to continue all or any part of outstanding out-standing Eurodollar Rate Loans having Eurodollar Interest 44 Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section SECTION 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section SECTION 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section SECTION 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion/ Continuation under this Section SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/conversion/ continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section SECTION 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In 45 the event no Notice of Conversion/Continuation is delivered as and when specified in this Section SECTION 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans equal to Eurodollar Rate Loans; (B) to convert or in excess of $5,000,000 or all or any part of its outstanding Revolving Dollar Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Loan or Domestic Sterling Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on such Loan equal to (x) in the same date as case of Eurodollar Rate Loans, any amount equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or (y) in the case of Domestic Sterling Rate Loans, (Pounds)2,500,000 and the succeeding Eurodollar Interest Period integral multiples of such continued Loans shall commence on such expiration date(Pounds)1,000,000 in excess of that amount as a Domestic Sterling Rate Loan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a -------- ------- Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Interest Period applicable thereto. Revolving Dollar Loans may not be converted into Revolving Sterling Loans and Revolving Sterling Loans may not be converted into Revolving Dollar Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower . Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 9:00 A.M. (New York San Francisco time) at least three (3i) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4ii) three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan) or (iii) four Business Days in advance of the proposed continuation date (in the case of a continuation of a Domestic Sterling Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, or in the case of a continuation of a Domestic Sterling Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, or in the case of a continuation of a Domestic Sterling Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice -------- shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or Domestic Sterling Rate Loan, as the case may be (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or the applicable Qualified Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Prime Rate Loans to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Prime Rate Loans, on such the expiration date; and date of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, provided that no such outstanding Loan may be continued at the end of an Interest Period as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into continuing if the Supermajority Banks shall have notified the Borrower through the Agent that Eurodollar Loans shall not be available during such period. (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(cSection, the Borrower shall deliver an irrevocable Notice of Conversion or Continuation to the Agent no later than 10:00 A.M., New York City time, (i) shall be at least one (1) Business Day in a minimum amount advance of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Prime Rate Loan, and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount and Type of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and if a conversion, into what Type of Loan and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)Section, the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans Bank with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified -------------------------- provisions of Sections 2.06 and 2.07, the Borrower shall have the ------------- ---- option (A) to convert at any time all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of such amount from Base Rate Loans to Eurodollar Rate Loans; or (B) to convert all or any part of outstanding Loans which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoans on the expiration date of any Interest Period applicable thereto, on such expiration dateprovided the remaining amount of Eurodollar -------- Rate Loans with the same Interest Period shall not be less than $1,000,000; and or (C) upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of outstanding Eurodollar Rate such Loans having Eurodollar Interest Periods which expire on the same date equal to $1,000,000 or an integral multiple of $1,000,000 in excess of such amount as ================================================================= Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Interest Period applicable thereto; provided, however, provided that no such outstanding -------- Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To In the event the Borrower shall elect to convert or continue a Loan under this Section 5.1(c)(i2.02(c), the Borrower or the applicable Qualified ---------------- Borrower shall deliver a an irrevocable Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/conversion date or date of continuation datein the case of Eurodollar Rate Loans and on the conversion or continuation date in the case of Base Rate Loans. A Notice of Conversion/Continuation shall specify (Aw) the proposed conversion/continuation date (which shall be a Business Day), (Bx) the principal amount of the Loan to be converted/continued, (Cy) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.02(c), if the Borrower confirms ; provided that such notice shall be confirmed ---------------- -------- immediately by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but of a Notice of Conversion/Continuation. No failure of the Borrower to confirm any telephonic notice by facsimile shall impair or in no event later than 3:00 p.m. (New York time) on any way limit the same dayBorrower's obligations with respect to such Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii2.02(c) (or telephonic --------------- notice in lieu thereofthereof immediately confirmed by facsimile), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. . (iii) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The each Domestic Borrower or the applicable Qualified and Offshore Borrower shall have the option (Aa) to convert at any time all or any part of its outstanding Base Rate Term Loans, Revolving Loans or Offshore Loans denominated in Dollars, as the case may be, equal to $5,000,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (b) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Loan or, if such Eurodollar Rate LoansLoan is less than $5,000,000, to continue the full amount of such Eurodollar Rate Loan as a Eurodollar Rate Loan and (ii) Offshore Borrower shall have the succeeding Eurodollar option upon the expiration of any Interest Period applicable to a EURO-LIBOR Rate Loan, to continue all or any portion of such continued Loans shall commence on Loan equal to the Euro Equivalent of $5,000,000 and multiples of the Euro Equivalent of $500,000 in excess of that amount as a EURO-LIBOR Rate Loan or, if such expiration dateEURO-LIBOR Rate Loan is less than $5,000,000, to continue the full amount of such EURO-LIBOR Rate Loan as a EURO-LIBOR Rate Loan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided, however, except as otherwise provided herein, (i) if the continuation ofapplicable Domestic Borrower or Offshore Borrower fails to give a Notice of Conversion/Continuation at least one Business Day prior to the expiration of any Interest Period applicable to any Eurodollar Rate Loan of such Domestic Borrower or Offshore Borrower, or the conversion into, would violate any such Borrower shall have been deemed to have delivered a Notice of the provisions of Section 5.2 or Conversion/Continuation requesting that such Eurodollar Rate Loan be converted into a Base Rate Loan and (ii) if an Event Offshore Borrower fails to give a Notice of Default or Conversion/Continuation at least three Business Days prior to the expiration of any Interest Period applicable to any EURO-LIBOR Rate Loan, Offshore Borrower shall have been deemed to have delivered a Potential Event Notice of Default would occur or has occurred and is continuingConversion/Continuation requesting that such EURO-LIBOR Rate Loan be continued as a EURO-LIBOR Rate Loan with a one month Interest Period. Any Domestic Borrower delivering a Notice of Conversion/Continuation shall deliver such notice to Administrative Agent at its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) at least one Business Day in advance of the proposed conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except date (in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. (iiBase Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Offshore Borrower shall deliver any Notice of Conversion/Continuation to Administrative Agent at both its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) and its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, the requested or a continuation of, a Eurodollar Interest PeriodRate Loan or EURO-LIBOR Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice to the Domestic Funding and Payment Office and/or the Offshore Funding and Payment Office, as applicable, by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt Administrative Agent shall promptly notify each Lender of a any Loan subject to any Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.