Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. (New York time) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex 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 shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or denominated in the same Available Currency; (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans denominated in the same currency on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $2,000,000 (or the Dollar Equivalent of $7,500,000 1,000,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of ConversionContinuation/Continuation Conversion to the Administrative Agent Lender no later than 12:00 p.m. noon (New York London time) at least three two (2) Business Days in advance of the proposed conversioncontinuation/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuationconversion date. Any Notice of ConversionContinuation/Continuation Conversion for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing to Eurodollar Rate Loans) to Fixed Rate Loans or ; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedPROVIDED, however, in each caseHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the such continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 SECTION 5.2 or (ii) if an Event of Default or Default would occur or has occurred and is continuingcontinuing or an Event of Default would occur as a result of such continuation or conversion; and PROVIDED FURTHER no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan having a Eurodollar Interest Period of more than thirty (30) days, if a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur as a result of such continuation or conversion. Any conversion into or continuation of Fixed Eurodollar Rate Loans under this Section 4.01(cSECTION 5.1(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 1,000,000 and in integral Dollar Equivalent multiples of $1,000,000 250,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(iSECTION 5.1(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. noon (New York time) at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continuation shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the principal amount of the Loan to Multicurrency Loansbe 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 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 1:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(iiSECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopyfacsimile 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 applicable 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.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsections 2.6 and 2.2B(xii), the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Term Loans (other than Swing Loans denominated in Euro or ADollars which shall always constitute Eurocurrency Rate Loans) to Fixed Rate ), Revolving Loans or Offshore Revolving 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, and (ii) upon the expiration of any Interest Period applicable to a Eurocurrency Rate Loan or B) to convert all or any part of its outstanding Fixed /A Discount Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part portion of its outstanding Fixed such Eurocurrency Rate Loans having Interest Periods which expire on the same date Loan or B/A Discount Rate Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as Fixed a Eurocurrency Rate Loans denominated in the same currencyLoan, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration date; the last day of the Interest Period of the Loan to be continued, provided, however, in each casethat a Eurocurrency Rate Loan or B/A Discount 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 Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed B/A Discount Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. Noon (New York time) (i) at least one Business Day in advance of the proposed conversion/continuation date in the case of a conversion to a Base Rate Loan, (ii) at least two Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a B/A Discount Rate Loan, (iii) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan (London timeother than a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in ADollars) or (iv) at least four Business Days in advance of the proposed conversion/continuation date with respect in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in ADollars. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to Multicurrency Loansbe converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan or B/A Discount Rate Loan, the requested Interest Period. Promptly after receipt In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give 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 under this Section 4.01(c)(ii), the to Administrative Agent shall notify each Lender under the applicable Credit Facility by telex on or telecopy, or other similar form of transmission, of before the proposed conversion/continuation date. Administrative Agent shall promptly notify the Lenders of any Loan becoming subject to a Notice of Conversion/Continuation. 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 Eurocurrency Rate Loan to a B/A Discount Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the applicable relevant Borrower shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D(iii) for failure of a conversion to or continuation of any Eurocurrency Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its the outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurodollar Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed out standing Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration expira tion date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion conver sion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of Two Million Dollars ($7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 2,000,000) and in integral Dollar Equivalent multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to the Administrative Agent each Lender no later than 12:00 p.m. noon (New York time) at least three two (2) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continua tion shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the principal amount of the Loan to Multicurrency Loansbe 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. Promptly after receipt In lieu of delivering a Notice of Conversion/Continuation Continuation, the Borrower may give each Lender tele phonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), the Administrative Agent and such notice shall notify be confirmed in writing delivered to each Lender under promptly (but in no event later than 5:00 p.m. (New York time) on the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuationsame day). Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term 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, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate 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, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Loans equal to $5,000,000 and integral multiples of $1,000,000, 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 (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such the last day of the Interest Period of the Loan to be continued, PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration datedate of an Interest Period applicable thereto; providedand PROVIDED, howeverFURTHER, in each casethat, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. Noon (New York time) at least one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London timein the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of (which shall be a Notice of Conversion/Continuation under this Section 4.01(c)(iiBusiness Day), (ii) the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, amount and Type of the proposed conversionLoan to be converted/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.continued,

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.7, Borrower shall have the option to (Ai) to convert at any time all or any part of its (a) outstanding Floating Loans which are Base Rate Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (other than Swing Loansb) to Fixed outstanding Eurodollar Rate Loans equal to $1,000,000 and integral multiples of $500,000 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, or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of its outstanding Fixed a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part portion of its outstanding Fixed 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 Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, Loan and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration datethe last day of the Interest Period of the Loan to be continued; provided, however, in each caseEurodollar Rate Loans may only be converted into Loans 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 Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Potential Event of Default would occur or has occurred and is continuing. Any conversion ; provided further that the Loans made on the Restatement Effective Date may not be converted prior to thirty (30) days after the Restatement Effective Date, unless Administrative Agent otherwise consents in writing and; provided further that, subject to the provisions of subsection 2.7, no outstanding Loan may be converted into or continuation a Base Rate Loan during the period from December 15 of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount any year to, and including, January 15 of the Dollar Equivalent of $7,500,000 for Domestic Loans immediately succeeding year except any Base Rate Loan made pursuant to subsections 2.2B and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable 2.9C. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. Noon (New York time) at least one (1) Business Day in advance of the proposed conversion/continuation 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 with respect to Domestic Loans and 3:00 p.m. (London timein the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall certify (i) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (ii) the amount of the Loan to Multicurrency Loansbe converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) that no Potential Event of Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation. Promptly after receipt In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.3D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the to Administrative Agent shall notify each Lender under the applicable Credit Facility by telex on or telecopy, or other similar form of transmission, of before the proposed conversion/continuationcontinuation date. Any 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 2.3D and upon conversion/continuation by Administrative Agent in accordance with this Agreement, pursuant to any telephonic notice Borrower shall have effected such conversion or continuation as the case may be, hereunder. Except as provided in subsection 2.7D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its the outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurodollar Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (orexcept if such lesser amount represents the total amount of such Type of Loans outstanding, in and no partial conversion of Eurodollar Rate Loans made pursuant to any single Borrowing shall reduce the case aggregate outstanding principal amount of continuations of Multicurrency Loans, in the remaining Eurodollar Rate Loans under such greater or lesser amounts as are as near Borrowing to less than $5,000,000 or to any greater amount not a multiple of $1,000,000, as applicable, as reasonably practicable 1,000,000 in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation excess thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted Any conversion into Fixed Base Rate Loans with the same Interest Period so long as the under this Section 4.01(c) shall be in a minimum amount of any single Borrowing is the Dollar Equivalent $5,000,000 and in integral multiples of $1,000,000; and 1,000,000 in excess of that amount except if such minimum levels may be achieved under lesser amount represents the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum total amount of any single Borrowing is the Dollar Equivalent such Type of $1,000,000Loans outstanding. (ii) To convert or continue a Loan Loans under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 1:00 p.m. (New York Charlotte time) at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continuation shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the aggregate principal amount of the Loans to Multicurrency be converted/continued, (C) whether such Loans shall be converted and/or continued and (D) in the case of a conversion to, or continuation of, Eurodollar Rate Loans, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (Charlotte time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopyfacsimile, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan Loans (or telephonic notice in lieu thereof) shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. Third Amended and Restated Senior Secured Credit Agreement (i) Each Domestic Subject to the provisions of this Section 2.02(e) and Section 2.07 hereof, the Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Prime Rate Loans (other than Swing Loans) to Fixed Euro-Dollar Rate Loans or at any time, (B) to convert all or any part of its outstanding Fixed Euro-Dollar Rate Loans having to a Prime Rate Loan upon the expiration of the Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Period applicable thereto, or (C) to continue all or any part of its outstanding Fixed any Euro-Dollar Rate Loans having Interest Periods which expire on Loan as a Loan of the same date as Fixed Rate Loans denominated type upon the expiration of the Interest Period applicable thereto, provided -------- that, in the same currency, and the succeeding Interest Period case of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan clause (iA) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if C), there does not exist a Default or an Event of Default at such time. (ii) Each Euro-Dollar Rate Loan constituting all or Default would occur or has occurred and is continuing. Any conversion into or continuation a portion of Fixed Rate either of the Term Loans under this Section 4.01(c) shall be in a minimum an amount of the Dollar Equivalent of equal to at least $7,500,000 for Domestic Loans 1,000,000 and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess thereof, and each Euro-Dollar Rate Loan constituting all or a portion of that the Revolving Loans shall be in an amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near equal to $5,000,000 500,000 or a an integral multiple of $1,000,000, as applicable, as reasonably practicable in light of thereof. The Senior Term Loan shall not at any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may time be achieved under the Domestic Facility by combining the Loans of divided into more than one Borrower being continued as or converted (1) Prime Rate Loan and three (3) Euro-Dollar Rate Loans; the Mortgage Term Loan shall not at any time be divided into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted (1) Prime Rate Loan and one (1) Euro-Dollar Rate Loan; the Revolving Credit Facility A Loans shall not at any time be divided into Fixed more than one (1) Prime Rate Loan and four (4) Euro-Dollar Rate Loans; and the Revolving Credit Facility B Loans with the same Interest Period so long as the minimum amount of shall not at any single Borrowing is the time be divided into more than one (1) Prime Rate Loan and one (1) Euro-Dollar Equivalent of $1,000,000Rate Loan. (iiiii) To If the Borrower elects or is required to convert or continue a Loan under this Section 4.01(c)(i2.02(e), the applicable Borrower it shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 12:00 p.m. 10:00 a.m. (New York Los Angeles time) (A) at least three (3) Euro-Dollar Business Days in advance of the proposed conversion/conversion or continuation date with respect date, if the Borrower proposes or is required to Domestic Loans convert into, or to continue, a Euro-Dollar Rate Loan, and 3:00 p.m. (London B) otherwise not later than 10:00 a.m. (Los Angeles time) at least four on the Business Days in advance of Day next preceding the proposed conversion/continuation date with respect to Multicurrency Loansconversion or continuation. Promptly after receipt of a A Notice of Conversion/Continuation under this Section 4.01(c)(iishall specify, if applicable, (I) the proposed conversion or continuation date (which shall be a Business Day and, if the Borrower proposes to convert into, or continue, a Euro-Dollar Rate Loan, a Euro- Dollar Business Day), (II) the Administrative Agent shall notify each Lender under amount and type of the applicable Credit Facility by telex Loan to be converted or telecopycontinued, or other similar form of transmission, (III) the nature of the proposed conversion/conversion or continuation, and (IV) in the case of a conversion to, or continuation of, a Euro-Dollar Rate Loan, the Interest Period to be applicable to such Euro-Dollar Rate Loan. If a Notice of Continuation of any Euro-Dollar Rate Loan is not made in accordance with this Section 2.02(e) with respect to any Euro-Dollar Rate Loan, then, subject to Section 2.02(e)(iv), such Euro-Dollar Rate Loan shall, without any action on the part of the Borrower, be converted into a Prime Rate Loan with a one (1) month Interest Period. (iv) Notwithstanding anything in this Agreement to the contrary, if a Default or an Event of Default shall have occurred and is then continuing, upon the expiration of the Interest Period applicable to Euro-Dollar Rate Loan, such Euro-Dollar Rate Loan shall then be converted into a Prime Rate Loan, provided -------- that each Euro-Dollar Rate Loan shall be converted into a Prime Rate Loan immediately upon the Term Loan (or either of them) and/or the Revolving Loans becoming due and payable pursuant to Section 7.02(a) hereof or being declared to be due and payable pursuant to Section 7.02(b) hereof. (v) Any Notice of Conversion/Continuation for conversion tointo, or continuation of, a Euro-Dollar Rate Loan shall be irrevocable, irrevocable and the applicable Borrower shall be bound to convert or continue in accordance therewith. (vi) The Borrower may not select, with respect to any Loans constituting all or a portion of the Senior Term Loan, any Interest Period that ends after any Installment Payment Date for the Senior Term Loans unless, after giving effect to such selection, the aggregate principal amount of Prime Rate Loans and of Euro-Dollar Rate Loans constituting all or a portion of the Senior Term Loans having Interest Periods which end prior to such Installment Payment Date shall be greater than or equal to the amount of principal that is due and payable on such Installment Payment Date. The Borrower may not select, with respect to any Revolving Loans, any Interest Period that ends after the Revolving Credit Facility A Termination Date, in the case of Revolving Credit Facility A Loans, or the Revolving Credit Facility B Third Amended and Restated Senior Secured Credit Agreement Maturity Date, in the case of Revolving Credit Facility B Loans. The Borrower may not select an Interest Period for any Loan that terminates later than the Maturity Date.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating out-standing Base Rate Loans (other than Swing to Eurodollar Rate Loans) to Fixed Rate Loans or ; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding succeed-ing Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedpro-vided, however, in each case, no such outstanding out-standing Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the such continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 5.02 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 Fixed Eurodollar Rate Loans under this Section 4.01(c5.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 1,000,000 and in integral Dollar Equivalent multiples of $1,000,000 100,000 in excess of that amount (or, except in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 a conversion into or a multiple continuation of $1,000,000, as applicable, as reasonably practicable in light an entire Borrowing of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 4.01(c)(i5.01(c)(i), the applicable Borrower shall deliver a Notice of ConversionConver- sion/Continuation to the Administrative Collateral Agent no later than 12:00 p.m. 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conver- sion/Continua-tion shall specify (London timeA) at least four Business Days in advance of the proposed conversion/con- tinua-tion date (which shall be a Business Day), (B) the aggregate principal amount of the respective Loans to be converted/continued, (C) whether such Loans shall be converted and/or continued, and (D) in the case of a con-ver-sion to, or continua-tion of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Con-tinuation, the Borrower may give the Collateral Agent tele-phonic notice of any proposed conversion/continuation by the time required under this Section 5.01(c)(ii), and such notice shall be con-firmed in writing delivered to the Collateral Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Collateral Agent within three (3) days after the date with respect to Multicurrency Loansof such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii5.01(c)(ii) (or telephonic notice in lieu there-of), the Administrative Collateral Agent shall notify each Lender under the applicable Credit Facility Lender, by telex or telecopy, tele-copy or other similar form of transmissiontrans-mission, of the proposed conversion/continuation. Any Notice of ConversionConver- sion/Continuation Con-tinuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance accor-dance therewith.

Conversion or Continuation. (i) Each Domestic Borrower Subject to the provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (in the case of Loans to be converted to Eurodollar Rate Loans (other than Swing Loans) or $1,000,000 and integral multiples thereof (in the case of Loans to Fixed be converted to 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 (Bii) upon the expiration of any Interest Period applicable to convert all or any part of its outstanding Fixed a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period portion of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and equal to $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (oras a Eurodollar Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, in however, that a Eurodollar Rate -------- ------- Loan may only be converted into a Loan bearing interest determined by reference to an alternative basis on the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the expiration date of such continuation an Interest Period applicable thereto, and the date of the Borrowing or any previous continuation thereofprovided further, as the case may be). Such minimum levels that no outstanding Loan may be achieved under the Domestic Facility by combining continued as, or -------- ------- be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing; provided further that the Loans of more -------- ------- made on the Closing Date may not be converted other than one Borrower being continued as into Base Rate Loans or converted into Fixed Eurodollar Rate Loans with the same an Interest Period so long as of one month prior to the minimum amount earlier to occur of (x) the date which is ninety (90) days after the Closing Date or (y) the date on which the Administrative Agent notifies the Company that the primary syndication period for the Loans has been completed; and provided further that, -------- ------- subject to the provisions of subsection 2.6, no outstanding Eurodollar Rate Loan may be converted into a Base Rate Loan during the period from December 15 of any single Borrowing is the Dollar Equivalent of $1,000,000; year to, and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans including, January 15 of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower immediately succeeding year. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 1:00 P.M. (New York time) at least one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan), or three Business Days in advance of the proposed conversion/continuation date with respect (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Loan to Domestic Loans and 3:00 p.m. be converted/continued, (London timeiii) at least four Business Days in advance the nature of the proposed conversion/continuation date and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, (x) the requested Interest Period and (y) that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give 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. 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/continuation in accordance with respect this Agreement pursuant to Multicurrency Loansany telephonic notice, Company shall have effected such conversion or continuation, as the case may be. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii(or telephonic notice thereof), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower Company shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The applicable Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurocurrency Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Eurocurrency Rate Loans denominated in Dollars having Eurocurrency Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option (C) to continue all or any part of its outstanding Fixed Eurocurrency Rate Loans having Eurocurrency Interest Periods which expire on the same date as Fixed Eurocurrency Rate Loans denominated in the same currencyLoans, and the succeeding Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing; provided, further, however, during the continuance of an Event of Default, Eurocurrency Rate Loans denominated in Alternative Currencies shall be continued as Eurocurrency Rate Loans with Eurocurrency Interest Periods determined by the Administrative Agent. Any conversion into or continuation of Fixed Eurocurrency Rate Loans under this Section 4.01(c) shall shall, in the case of such Loans denominated in Dollars, be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (orand, in the case of continuations of Multicurrency Loanssuch Loans denominated in Alternative Currencies, in such greater or lesser amounts as are as near an aggregate minimum amount equal to $5,000,000 or a an integral multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date 100,000 units of such continuation currency and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or (converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is to the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more thereof) equal to or greater than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent (with a copy to Citibank London, in the case of a conversion or continuation of a Multicurrency Loan) no later than 12:00 p.m. noon (New York time) (or 2:00 p.m. London time, as applicable) at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continuation shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the principal amount and currency of the Loan to Multicurrency Loans. Promptly after receipt be converted/continued, (C) whether such Loan shall be converted and/or continued and (D) in the case of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex 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 Eurocurrency Rate Loan, the requested Eurocurrency Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Company may give the Administrative Agent (and Citibank London, in the case of a conversion or continuation of a Multicurrency Loan) telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), and such notice shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.confirmed in

Conversion or Continuation. (i) Each Domestic The Bor­rower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating out­standing Base Rate Loans (other than Swing Loans) to Fixed Loans at the Offered Rate, Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans, Loans at the Offered Rate or IBOR Rate Loans on such expiration date; and each Borrower shall have (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the option same date to Base Rate Loans, Loans at the Offered Rate or Eurodollar Rate Loans on such expiration date; (D) to continue all or any part of its outstanding Fixed out­standing Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (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, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinu­ing. Any conversion into or continuation of Fixed Eurodollar Rate Loans or IBOR Rate Loans under this Section 4.01(c5.1(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 1,000,000 and in integral Dollar Equivalent multiples of $1,000,000 100,000 in excess of that amount (oramount, except in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 a conversion into or a multiple continuation of $1,000,000, as applicable, as reasonably practicable in light an entire Borrowing of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. (New York time) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex 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 shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section SECTION 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section SECTION 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be)amount. Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section SECTION 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. (New York time) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section SECTION 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex 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 shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Rate Loans denominated in Dollars and having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $7,500,000 1,500,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York time or London time, as applicable) at least (A) three (3) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Domestic Loans and 3:00 p.m. or (London timeB) at least four (4) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex 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 shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term 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, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate 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, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Loans equal to $5,000,000 and integral multiples of $1,000,000, 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 (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such the last day of the Interest Period of the Loan to be continued, PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration datedate of an Interest Period applicable thereto; providedand PROVIDED, howeverFURTHER, in each casethat, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. Noon (New York time) at least one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date with respect (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to Domestic Loans and 3:00 p.m. be converted/continued, (London timeiii) at least four Business Days in advance the nature of the proposed conversion/continuation date with respect to Multicurrency Loansand (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. Promptly after receipt In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give 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 under this Section 4.01(c)(ii), the to Administrative Agent shall notify each Lender under the applicable Credit Facility by telex on or telecopy, 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 such Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of 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 such 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the applicable Borrower relevant Borrower, as the case may be, shall be bound to convert or continue in accordance therewith, 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 Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic The applicable Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurocurrency Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Eurocurrency Rate Loans denominated in Dollars having Eurocurrency Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option (C) to continue all or any part of its outstanding Fixed Eurocurrency Rate Loans having Eurocurrency Interest Periods which expire on the same date as Fixed Eurocurrency Rate Loans denominated in the same currencyLoans, and the succeeding Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing; provided, further, however, during the continuance of an Event of Default, Eurocurrency Rate Loans denominated in Alternative Currencies shall be continued as Eurocurrency Rate Loans with Eurocurrency Interest Periods determined by the Administrative Agent. Any conversion into or continuation of Fixed Eurocurrency Rate Loans under this Section 4.01(c) shall shall, in the case of such Loans denominated in Dollars, be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (orand, in the case of continuations of Multicurrency Loanssuch Loans denominated in Alternative Currencies, in such greater or lesser amounts as are as near an aggregate minimum amount equal to $5,000,000 or a an integral multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date 100,000 units of such continuation currency and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or (converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is to the Dollar Equivalent of thereof) equal to or greater than $1,000,000; and such minimum levels may be achieved under . Notwithstanding anything in this Agreement to the Multicurrency Facility by combining contrary, nothing in the Loans of Agreement shall permit (i) the same currency of more than one Borrower being continued as conversion or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount redenomination of any single Borrowing is the Dollar Equivalent of $1,000,000. Base Rate Loan denominated in Dollars into a Eurocurrency Rate Loan denominated in any currency other than Dollars and (ii) To convert the conversion or continue redenomination of any Eurocurrency Rate Loan denominated in any currency into a Eurocurrency Rate Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. (New York time) at least three Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or denominated into any other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewithcurrency.

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Rate Loans denominated in Dollars and having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $7,500,000 1,500,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York time or London time, as applicable) at least (A) three (3) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Domestic Loans and 3:00 p.m. or (London timeB) at least four (4) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Conversion/ Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any 77 Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Loans at the Offered Rate, Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans, Loans at the Offered Rate or IBOR Rate Loans on such expiration date; and each Borrower shall have (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the option same date to Base Rate Loans, Loans at the Offered Rate or Eurodollar Rate Loans on such expiration date; (D) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (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, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 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 Fixed Eurodollar Rate Loans or IBOR Rate Loans under this Section 4.01(c5.1(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 1,000,000 and in integral Dollar Equivalent multiples of $1,000,000 100,000 in excess of that amount (oramount, except in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 a conversion into or a multiple continuation of $1,000,000, as applicable, as reasonably practicable in light an entire Borrowing of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 4.01(c)(i5.1(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 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 with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continuation shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the principal amount of the Loan to Multicurrency Loansbe converted/continued, (C) whether such Loan shall be converted and/or continued, (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, the requested IBOR Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the 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 4.01(c)(ii5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopyfacsimile 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 applicable 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 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; 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 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) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Rate Loans denominated in Dollars and having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $7,500,000 1,500,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000amount. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York time or London time, as applicable) at least (A) three (3) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Domestic Loans and 3:00 p.m. or (London timeB) at least four (4) Business Days in advance of the proposed conversion/continuation date with respect to in the case of Multicurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation Con tinuation for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing to LIBOR Rate Loans) to Fixed Rate Loans or ; (B) to convert all or any part of its outstanding Fixed LIBOR Rate Loans having Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Eurocurrency Rate Loans having Interest Periods which expire on the same date as Fixed the Eurocurrency Rate Loans denominated in the same currencyLoans, and the succeeding Interest Period of such continued Loans Loans, shall commence on such expiration date; providedPROVIDED, however, in each caseHOWEVER, no such outstanding Loan may be continued asas a Eurocurrency Rate Loan, or be converted into, a Fixed LIBOR Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 SECTION 4.2 or (ii) if an Event of Default or Potential Event of Default would occur or has occurred and is continuing. Any conversion into a LIBOR Rate Loan or continuation of Fixed Eurocurrency Rate Loans under this Section 4.01(cSECTION 4.1(c) shall be in a minimum amount of $2,000,000 ($1,000,000 in the Dollar Equivalent case of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans a Loan denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 ($500,000 in the case of a Loan denominated in an Optional Currency) in excess of that amount (oramount, except in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 a conversion into or a multiple continuation of $1,000,000, as applicable, as reasonably practicable in light an entire Borrowing of Non Pro Rata Loans outstanding at any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000time. (ii) To convert or continue a Loan under Section 4.01(c)(iSECTION 4.1(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York Boston time) at least three (3) (for Loans denominated in Dollars) or four (4) (for Loans denominated in Optional Currency) Business Days in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. date. A Notice of Conversion/Continuation shall specify (London timeA) at least four Business Days in advance of the proposed conversion/continuation date with respect (which shall be a Business Day), (B) the principal amount of the Loan to Multicurrency Loansbe converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to a LIBOR Rate Loan or continuation of a Eurocurrency Rate Loan, the requested Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this SECTION 4.1(c)(ii), if the 45 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 12:00 p.m. (Boston time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(iiSECTION 4.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopyfacsimile 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 4.1(c)(ii) shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered at least three (3) (for Loans denominated in Dollars) or four (4) (for Loans denominated in Optional Currency) Business Days in advance of the proposed conversion/continuation date with respect to outstanding Eurocurrency Rate Loans, then (a) as to Eurocurrency Rate Loans denominated in an Optional Currency, the Borrower shall repay such Eurocurrency Rate Loans at the end of such Interest Period, and (b) as to Eurocurrency Rate Loans denominated in Dollars, such Eurocurrency Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall be deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such Eurocurrency Loan requesting a Base Rate Loan. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this SECTION 4.1(c)(i) is scheduled to occur.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6 and subsection 2.1E(ii), the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term 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, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate 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, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000, 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 (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration date; the last day of the Interest Period of the Loan to be continued, provided, however, in each casethat 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 Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. Noon (New York time) at least one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date with respect (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to Domestic Loans and 3:00 p.m. be converted/continued, (London timeiii) at least four Business Days in advance the nature of the proposed conversion/continuation date with respect to Multicurrency Loansand (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. Promptly after receipt In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give 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 under this Section 4.01(c)(ii), the to Administrative Agent shall notify each Lender under the applicable Credit Facility by telex on or telecopy, 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 Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the applicable Borrower relevant Borrower, as the case may be, shall be bound to convert or continue in accordance therewith, 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 Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans and Canadian Loans) to Fixed Rate Loans or denominated in the same Available Currency; (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans denominated in the same currency on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $7,500,000 1,000,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be)amount. Such minimum levels may be achieved under the Domestic U.S. Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 4.01(c)(i), the applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 p.m. noon (New York time or London time, as applicable) at least three (3) Business Days (or two (2) Business Days in the case of Multicurrency Loans) in advance of the proposed conversion/continuation date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of the proposed conversion/continuation date with respect to Multicurrency Loansdate. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by telex or telecopy, or other similar form of transmissiontrans mission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the applicable Borrower shall be bound to convert or continue in accordance therewith.