Common use of Conversions and Elections of Subsequent Interest Periods Clause in Contracts

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three (3) Business Days’ prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency); or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Loan (Revolving Loan or Segment of the Term Loan) affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.2, Section 4.13 and Article IVVI, the Borrower Facility Borrowers may: (a) upon delivery of telephonic notice to the Relevant Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated or, in Dollars the case of the Canadian Facilities only, Bankers' Acceptance (including any Bankers' Acceptance Segment) to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoan or Bankers' Acceptance; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Relevant Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. three (3) Business Days’ Days prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan under any Facility to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan under any Facility to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject . (c) if such Facility is a Canadian Facility, provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to Section 2.3(b)the Canadian Agent (which shall be irrevocable) on or before 11:00 A.M. two (2) Business Days prior to the date of such Continuation, failure by the Borrower to elect a Conversion subsequent period for a new Bankers' Acceptance or a Continuation Bankers' Acceptance Segment to begin on the last day of the then current period for such Bankers' Acceptance or Bankers' Acceptance Segment; (d) if such Facility is a Canadian Facility, provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to provide the Canadian Agent (which shall be irrevocable) on or before 11:00 A.M. two (2) Business Days prior to the date of such Conversion, Convert any Eurodollar Rate Loan under such Facility to a Bankers' Acceptance (including a Bankers' Acceptance Segment) under such Facility to begin on the last day of the then current Interest Period for such Eurodollar Rate Loan; (e) if such Facility is a Canadian Facility other than the Canadian Swing Line Facility, provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Canadian Agent (which shall be irrevocable) on or before 11:00 A.M. two (2) Business Days prior to the date of payment such Conversion, convert any Base Rate Loan under such Facility into a Bankers' Acceptance (including a Bankers' Acceptance Segment) under such Facility; (f) if such Facility is a Canadian Facility, provided that no Default or Event of Default shall result have occurred and be continuing, upon delivery of telephonic notice to the Canadian Agent (which shall be irrevocable) on or before 11:00 A.M. three (3) Business Days before the last day of the period of any Bankers' Acceptance (including any Bankers' Acceptance Segment) under such Facility, convert such Bankers' Acceptance (including any Bankers' Acceptance Segment) into a Eurodollar Rate Loan under such Facility to begin on the last day of the then current period for such Bankers' Acceptance (including any Bankers' Acceptance Segment); (g) if such Facility is a Canadian Facility, on any Business Day, convert any Base Rate Loan under such Facility in Canadian Dollars into a Base Rate Loan under such Facility in Dollars or a Base Rate Loan under such Facility in Dollars into a Base Rate Loan under such Facility in the automatic Continuation or Conversion, as the case may be, Canadian Dollar Equivalent of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one monthCanadian Dollars. Each such notice shall be effective upon receipt by the Relevant Agent, shall specify the amount of the affected Eurocurrency Rate LoanLoan or Segment affected, the Type type of Loan or Segment (Revolving LoanCredit Loan or Segment of a Term Loan Facility) affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate LoanLoan or, in the case of a Facility that is a Canadian Facility only, a Bankers' Acceptance (including a Bankers' Acceptance Segment), the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Relevant Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Relevant Agent to each applicable Lender by telefacsimile transmission with reasonable promptness, but (provided the Relevant Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Relevant Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans and Segments shall be effected pro rata based on the Applicable Commitment Percentages of each Lender under the Lendersapplicable Facility.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the Eurodollar Rate Loan affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth below and in Article ------- VI, the Borrower may: -- (a) upon delivery (effective upon receipt) of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, convert any Eurodollar Rate Segment to a Base Rate Segment on the last day of the Interest Period for such Eurodollar Rate Segment; and (b) upon delivery (effective upon receipt) of a properly completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuationconversion: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan Segment to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Segment; orand (ii) Convert convert any Base Rate Revolving Loan Segment to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Segment on any Business Day. Subject In addition, provided that the Borrower shall have given the Agent notice of its request to Section 2.3(b)obtain Eurodollar Rate Loans and Segments at the Closing Date, by delivery (effective upon receipt) no later than 10:00 A.M. two Business Days prior to the Closing Date of (i) an Interest Rate Selection Notice therefor, together with (ii) the Borrower's written acknowledgment that the provisions of Article VI hereof shall apply to any ---------- failure by of the Borrower to elect a Conversion borrow on the Closing Date any or a Continuation all of the amounts specified in such Interest Rate Selection Notice, then upon the making of Loans as of the Closing Date such Loans may be effected as Eurodollar Rate Loans or to provide notice of payment shall result in the automatic Continuation or ConversionEurodollar Rate Segments, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan in accordance with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, . Each conversion pursuant to this Section 2.11 shall be provided by subject to the ------------ limitations on Eurodollar Rate Loans set forth in the definition of "Interest Period" herein and in Sections 2.1, 2.10 and Article VI. The ------------------ ---------- Agent shall give written notice to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received of such notice by 12:00 noon) not later than of conversion prior to 3:00 P.M. on the same day as the Agent’s receipt such notice of such noticeelection or conversion is received. All such Continuations continuations or Conversions conversions of Revolving Loans Term Loan A or Term Loan B shall be effected pro rata based on the Applicable Commitment Percentages of the LendersLenders with respect to such Term Loan.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” " and in Sections 2.1(c)(iii) and Section 3.1 and in Article IVV, the Borrower may: (a) upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) irrevocable on or before 12:00 noon three 10:30 A.M. one (31) Business Days’ Day prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the AgentLender, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent Lender written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject -------------------------------------------------------- to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to -------------------------------------------------------- the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section ------- 4.1, Section 4.11 and Article IVVI, the Borrower may:: --- ------------ ---------- (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the Eurodollar Rate Loan affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 2.1 and Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) irrevocable on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan (other than an Overadvance Loan) to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the AgentLender, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent Lender written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE VI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided 47 by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:00 A.M.) not later than 3:00 P.M. 12:00 noon on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE VI, the Borrower may: (a) upon delivery of telephonic notice by facsimile transmission to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice by facsimile transmission to the Administrative Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 2:00 P.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Administrative Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Loan (Revolving Loan or Segment of the Term Loan) affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Administrative Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 noon1:00 P.M.) not later than 3:00 P.M. on the same day as the Administrative Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE VI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided 40 47 by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:00 A.M.) not later than 3:00 P.M. 12:00 noon on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth below and in ARTICLE IV, the Borrower may (subject, in the case of Eurodollar Rate Loans requested to have an Interest Period of one year, to the consent of the Lenders as hereinabove provided): (a) upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, convert all or a part of Eurodollar Rate Loans to Base Rate Loans on the last day of the Interest Period for such Eurodollar Rate Loans; and (b) upon delivery, effective upon receipt, of a properly completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M. three (3) Business Days (or in the case of Eurodollar Rate Loans requested to have an Interest Period of one year, four (4) Business Days’ ) prior to the date of such Conversion election or Continuationconversion: (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Loans to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loans; orand (ii) Convert any convert Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans on any Business Day. Subject Each election and conversion pursuant to Section 2.3(b)this SECTION 2.8 shall be subject to the limitations on Eurodollar Rate Loans set forth in the definition of "Interest Period" herein and in SECTIONS 2.1, failure by 2.3 and ARTICLE IV. Notice of receipt of each such election or conversion, together with, in the event that the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with has requested an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency year for any Eurodollar Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may berequest, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 1:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations continuations or Conversions conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth below and in Article VI, the Borrower may: (a) upon delivery (effective upon receipt) of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, convert any Eurodollar Rate Segment to a Base Rate Segment on the last day of the Interest Period for such Eurodollar Rate Segment; and (b) upon delivery (effective upon receipt) of a properly completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuationconversion: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan Segment to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Segment; orand (ii) Convert convert any Base Rate Revolving Loan Segment to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Segment on any Business Day. Subject In addition, provided that the Borrower shall have given the Agent notice of its request to Section 2.3(b)obtain Eurodollar Rate Loans and Segments at the Closing Date, by delivery (effective upon receipt) no later than 10:00 A.M. two Business Days prior to the Closing Date of (i) an Interest Rate Selection Notice therefor, together with (ii) the Borrower's written acknowledgment that the provisions of Article VI hereof shall apply to any failure by of the Borrower to elect a Conversion borrow on the Closing Date any or a Continuation all of the amounts specified in such Interest Rate Selection Notice, then upon the making of Loans as of the Closing Date such Loans may be effected as Eurodollar Rate Loans or to provide notice of payment shall result in the automatic Continuation or ConversionEurodollar Rate Segments, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan in accordance with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, . Each conversion pursuant to this Section 2.11 shall be provided by subject to the limitations on Eurodollar Rate Loans set forth in the definition of "Interest Period" herein and in Sections 2.1, 2.10 and Article VI. The Agent shall give written notice to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received of such notice by 12:00 noon) not later than of conversion prior to 3:00 P.M. on the same day as the Agent’s receipt such notice of such notice. All such Continuations election or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lendersconversion is received.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth in the definition of "Interest Period" and in Section 4.1 and Article V, upon delivery of telephonic the Borrower may: (a) after notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert all or a part of any Eurodollar Rate Loan to a Base Rate Loan on the last day of the Interest Period for such Eurodollar Rate Loan; and (b) upon delivery of notice to the Agent on or before 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for all or a portion of any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice No Swing Line Loan may be converted into any other type of payment shall result in the automatic Continuation or Conversion, as the case Loan and none of such other types of Loans may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one monthbe converted into Swing Line Loans. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the Eurodollar Rate Loan affected Eurocurrency Rate Loan, and the Type effective date of Revolving Loansuch Continuation or Conversion, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in applicable to the computation of interestLoan as Continued or Converted. The Where telephonic notice is given, the Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 1:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders. Each election and conversion pursuant to this Section 4.2 shall be subject to the limitations on Eurodollar Rate Loans set forth in Sections 2.1(a), (b) and (c).

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 below and in Article IVV hereof, the US Facility Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. (New York, New York time) on any Business Day, Convert any Eurocurrency all or a part of Eurodollar Rate Revolving Loan denominated in Dollars Loans to a US Facility Base Rate Revolving Loan Loans under the US Facility on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoans; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three (3) Business Days’ prior ' notice to the date of such Conversion Agent on or Continuation:before 11:00 A.M. (New York, New York time): (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Loans under the US Facility to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loans; orand (ii) Convert any US Facility Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans under the US Facility on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion Notice of any such Continuations or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice Conversions shall be effective upon effected by receipt by the Agent, of an appropriate Borrowing Notice and shall specify the amount effective date of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a such Continuation as or Conversion into a Eurocurrency Rate Loan, and the Interest Period to be used applicable to the US Facility Loan as Continued or Converted. Each Continuation and Conversion pursuant to this Section 2.08 shall be subject to the limitations on Eurodollar Rate Loans set forth in the computation definition of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice "Interest Period" herein and in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such noticeSections 2.01 and 2.03 and Article VI hereof. All such Continuations or Conversions of Revolving US Facility Loans shall be effected pro rata based on the Applicable Commitment Percentages of the LendersRevolving Credit Lenders for the US Facility.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon Upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency the Borrower may convert all or a part of Eurodollar Rate Revolving Loan denominated in Dollars Loans to a Base Rate Revolving Loan Loans on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoans; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on the date that is three (3) Business Days’ Days prior to the date of such Conversion or Continuationa conversion: (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Fixed Rate Loan Revolving Loans to begin on the last day of the then current Interest Period for such Eurocurrency Fixed Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Revolving Loans; or (ii) Convert any convert Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans on any Business Day. Subject Each election and conversion pursuant to this Section 2.3(b), failure by 3.11 shall be subject to the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result limitations on Eurodollar Rate Loans and FF LIBOR Rate Loans set forth in the automatic Continuation or Conversiondefinition of "Interest Period" herein and in Sections 3.1, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice3.2 and Article V hereof. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders. The failure of the Borrower to provide written confirmation of any telephonic notice of election or conversion hereunder shall not affect the validity of such telephonic notice.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.2 and Article IVV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Fixed Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Fixed Rate Loan (subject to Section 2.3 4.1 with respect to any Eurocurrency Offshore Rate Loan denominated in any Alternative CurrencyLoan); or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Fixed Rate LoanLoan affected, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Fixed Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate 35 42 Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may: (a) upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, convert all or a part of Fixed Rate Loans to Base Rate Loans on the last day of the Interest Period for such Fixed Rate Loans; and (b) upon delivery, effective upon receipt, of a properly completed Interest Rate Selection Notice to the Administrative Agent on or before 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion election or Continuationconversion: (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Loans to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loans; orand (ii) Convert any convert Base Rate Loans under the Revolving Loan Credit Facility to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency convert any other Fixed Rate Loan with an Interest Period to a Eurodollar Rate Loan on the last day of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period for such Fixed Rate Loan. Each election and conversion pursuant to this Section 2.9 shall be used subject to the limitations on Eurodollar Rate Loans set forth in the computation definition of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice "Interest Period" herein and in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic noticeSections 2.1 and 2.2 and Article IV. Notice of receipt of each such Borrowing Notice notice of election or Interest Rate Selection Notice, as the case may be, conversion shall be provided by the Administrative Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 noon11:00 A.M. and if not so received, such notice shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day) not later than 3:00 1:00 P.M. on the same day Business Day as the Administrative Agent’s 's receipt of such notice. All such Continuations continuations or Conversions conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon Upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency the Borrower may convert all or a part of Eurodollar Rate Revolving Loan denominated in Dollars Loans to a Base Rate Revolving Loan Loans on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoans; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on the date that is three (3) Business Days’ Days prior to the date of such Conversion or Continuationa conversion: (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Revolving Loans to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Revolving Loans; or (ii) Convert any convert Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Revolving Loans on any Business Day. Subject Each election and conversion pursuant to this Section 2.3(b), failure by 3.11 shall be subject to the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result limitations on Eurodollar Rate Loans set forth in the automatic Continuation or Conversiondefinition of "Interest Period" herein and in Sections 3.1, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice3.2 and Article V hereof. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders. The failure of the Borrower to provide written confirmation of any telephonic notice of election or conversion hereunder shall not affect the validity of such telephonic notice.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE V, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency 38 45 Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVthis Section 4.1, the Borrower may: (ai) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:00 A.M. Denver time on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (bii) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three 10:00 A.M. Denver time two (32) Business Days’ Days prior to the date of such Conversion or Continuation: (iA) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (iiB) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the Eurodollar Rate Loan affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice interest rate selection notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Noticeinterest rate selection notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:00 A.M. Denver time) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 below and in Article IVV hereof, the US Facility Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. (New York, New York time) on any Business Day, Convert any Eurocurrency all or a part of Eurodollar Rate Revolving Loan denominated in Dollars Loans to a US Facility Base Rate Revolving Loan Loans under the US Facility on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoans; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three (3) Business Days’ prior ' notice to the date of such Conversion Agent on or Continuation:before 11:00 A.M. (New York, New York time): (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Loans under the US Facility to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loans; orand (ii) Convert any US Facility Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans under the US Facility on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion Notice of any such Continuations or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice Conversions shall be effective upon effected by receipt by the Agent, of an appropriate Borrowing Notice and shall specify the amount effective date of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a such Continuation as or Conversion into a Eurocurrency Rate Loan, and the Interest Period to be used applicable to the US Facility Loan as Continued or Converted. Each Continuation and Conversion pursuant to this Section 2.08 shall be subject to the limitations on Eurodollar Rate Loans set forth in the computation definition of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice "Interest Period" herein and in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such noticeSections 2.01 and 2.03 and Article VI hereof. All such Continuations or Conversions of Revolving US Facility Loans shall be effected pro rata based on the Applicable Commitment Percentages of the LendersUS Facility Lenders for the US Facility.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon Upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on any Business Day, Convert the Borrower may convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars Segment to a Base Rate Revolving Loan Segment on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanSegment; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth below, the Borrower may upon irrevocable telephonic request, confirmed by same-day delivery of telephonic notice a properly completed Interest Rate Selection Notice by telefacsimile transmission to the Agent (which shall be irrevocable) or by execution and return of a confirmatory writing prepared by the Agent), on or before 12:00 noon 10:30 A.M. on the date that is three (3) Business Days’ Days prior to the date of such Conversion or Continuationconversion: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan Segment to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Segment; orand (ii) Convert convert any Base Rate Revolving Segment of the Term Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Segment on any Business Day. Subject Each election and conversion pursuant to this Section 2.3(b), failure by 2.10 shall be subject to the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result limitations on Eurodollar Rate Loans set forth in the automatic Continuation or Conversion, as the case may be, definition of the applicable Loan as a Eurocurrency Rate Loan with an "Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used Period" herein and in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such noticeSections 2.1 and 2.9 and Article V hereof. All such Continuations or Conversions of Revolving Loans Segments shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders. The failure of the Borrower to provide written confirmation of any telephonic notice of election or conversion hereunder shall not affect the validity of such telephonic notice.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVV, the Borrower may: (a) upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Administrative Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type of Revolving Loan, Credit Facility under which such Revolving Loans is or is to be outstanding and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Administrative Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Administrative Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Administrative Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the LendersLenders for the Revolving Credit Facility under which such Loans are outstanding.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” " in Sections SECTIONS 2.1(c)(iii) and AND 3.1 and in Article ARTICLE IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Fixed Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Fixed Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 47 three (3) Business Days’ ' prior to the date of such Conversion or ContinuationContinuation in the case of Eurodollar Rate Loans and Offshore Rate Loans and two (2) Business Days' prior to the date of such Conversion or Continuation in the case of CD Rate Loans: (i) elect a subsequent Interest Period for any Eurocurrency Fixed Rate Revolving Loan to begin on the last day of the then current Interest Period for such Eurocurrency Fixed Rate Revolving Loan (subject to Section SECTION 2.3 with respect to any Eurocurrency Offshore Rate Loan denominated in any Alternative CurrencyLoan); or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Fixed Rate Revolving Loan denominated in Dollars on any Business Day. Subject to Section 2.3(bSECTION 2.3(c), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as to a Eurocurrency Base Rate Loan with an Interest Period of one monthLoan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Fixed Rate Revolving Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Fixed Rate Revolving Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Loan (Revolving Loan or Segment of the Term Loan) 45 affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE VI, the Borrower may: : (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: : (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The S-45 <PAGE> 53 Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 2.1 and Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent Lender (which shall be irrevocable) irrevocable on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert convert any Base Rate Revolving Loan (other than an Overadvance Loan) to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the AgentLender, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent Lender written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Rate Revolving Loan; and (b) provided Provided that no Default or Event of Default shall have occurred and be continuingcontinuing and subject to the limitations set forth below and in ARTICLE IV hereof, upon delivery of telephonic the Borrower may with respect to Revolving Loans: (a) on two (2) Business Days' notice to the Agent (which shall be irrevocable) on or before 12:00 noon three (3) Business Days’ prior to the date of such Conversion or Continuation10:30 A.M.: (i) elect a subsequent Interest Period for any Eurocurrency all Fixed CD Rate Loan Loans having the same Interest Period to begin on the last day of the then current Interest Period for such Eurocurrency Fixed CD Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency); orLoans; (ii) Convert any Base Rate Revolving Loan Loans to a Eurocurrency Fixed CD Rate Loan denominated in Dollars Loans on any date; and (iii) Convert all Eurodollar Rate Loans having the same Interest Period to Fixed CD Rate Loans on the last day of the Interest Period for such Eurodollar Rate Loans. (b) on three (3) Business Day. Subject Days' notice to Section 2.3(b), failure by the Borrower to Agent on or before 1:00 P.M.: (i) elect a Conversion or a Continuation or subsequent Interest Period for all Eurodollar Rate Loans having the same Interest Period to provide notice of payment shall result in begin on the automatic Continuation or Conversion, as the case may be, last day of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period for such Eurodollar Rate Loans; (ii) Convert all Fixed CD Rate Loans having the same Interest Period to Eurodollar Rate Loans on the last day of one monththe Interest Period for such Fixed CD Rate Loans; and (iii) Convert all Base Rate Loans to Eurodollar Rate Loans on any date. Each Notice of any such notice shall be effective upon receipt by the Agent, elections or Conversions shall specify the amount effective date of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as such election or Conversion into a Eurocurrency Rate Loan, and the Interest Period to be used applicable to the Revolving Loan as Continued or Converted. Each election and Conversion pursuant to this SECTION 2.11 shall be subject to the limitations on Fixed CD Rate Loans and Eurodollar Rate Loans set forth in the computation definition of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice "Interest Period" herein and in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection NoticeSECTIONS 2.01, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice2.02 and 2.03 hereof. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Fixed Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Fixed Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three (3) Business Days’ prior to the date of such Conversion or ContinuationContinuation in the case of Eurodollar Rate Loans and five (5) Business Days’ prior to the date of such Conversion or Continuation in the case of Offshore Rate Loans: (i) elect a subsequent Interest Period for any Eurocurrency Fixed Rate Revolving Loan to begin on the last day of the then current Interest Period for such Eurocurrency Fixed Rate Revolving Loan (subject to Section 2.3 with respect to any Eurocurrency Offshore Rate Loan denominated in any Alternative CurrencyLoan); or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Fixed Rate Revolving Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b2.3(c), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as to a Eurocurrency Base Rate Loan with an Interest Period of one monthLoan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Fixed Rate Revolving Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Fixed Rate Revolving Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE VI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon11:00 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” " in Sections 2.1(c)(iii) and Section 3.1 and in Article IVV, the applicable Borrower or Borrowers may: (a) upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency LIBOR Rate Revolving Loan denominated in Dollars to a Base Prime Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency LIBOR Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency LIBOR Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency LIBOR Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Prime Rate Revolving Loan to a Eurocurrency LIBOR Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency LIBOR Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic noticeLoan affected. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, Notice shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. (a) Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii2.1(b)(iii) and 3.1 and in Article IV, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon three two (32) Business Days’ prior to the date of such Conversion or ContinuationContinuation in the case of Eurodollar Rate Loans: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure Failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as to a Eurocurrency Eurodollar Rate Loan with having an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE V, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan Loan, having a Base Rate as elected by the Borrower, on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 10:30 A.M. three (3) Business Days’ prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 1:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the each Borrower may: (a) upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Administrative Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Loan (Revolving Loan or Segment of the Term Loan or Asset Sale Term Loan) affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Administrative Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Administrative Agent to each Revolving Lender, Term Lender or Asset Sale Term Lender, as applicable, by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Revolving Lenders, Term Lenders or Asset Sale Term Lenders, as applicable.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower Borrowers may: (a) upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Administrative Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Loan (Revolving Loan or Segment of a Term Loan) affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Administrative Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Administrative Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Administrative Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan Loan, having a Base Rate as elected by the Borrower, on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 10:30 A.M. on any Business Day, Convert any Base Rate Loan having a Base Rate determined by Base Rate Option 1 to a Base Rate Loan having a Base Rate determined by Base Rate Option 2, or Convert any Base Rate Loan having a Base Rate determined by Base Rate Option 2 to a Base Rate Loan having a Base Rate determined by Base Rate Option 1; and (c) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) irrevocable on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 1:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Section 4.1 and Article IVVI, the Borrower may: (a) upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Eurodollar Rate Loan, the Type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 P.M. on the same day as the Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to -------------------------------------------------------- the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii) and 3.1 below and in Article IVVI, the applicable Borrower or ---------- Borrowers may: (a) upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. on any Business Day, Convert any Eurocurrency all or a part of Eurodollar Rate Revolving Loan denominated in Dollars Loans to a Base Rate Revolving Loan Loans on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving LoanLoans; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery delivery, effective upon receipt, of telephonic notice a properly completed Interest Rate Selection Notice to the Agent (which shall be irrevocable) on or before 12:00 noon 11:00 A.M. three (3) Business Days’ ' prior to the date of such Conversion election or ContinuationConversion: (i) elect a subsequent Interest Period for any Eurocurrency all or a portion of Eurodollar Rate Loan Loans to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency); orLoans; (ii) Convert any Base Rate Revolving Loan Loans to a Eurocurrency Eurodollar Rate Loan denominated in Dollars Loans on any Business Day. Subject to Section 2.3(b), failure by the Borrower to ; and (iii) elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency that any Eurodollar Rate Loan with be converted from an Interest Period Alternative Currency into Dollars or another Alternative Currency on the last day of one month. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Eurocurrency Rate Loan, the Type of Revolving Loan, and, if a Continuation as or Conversion into a Eurocurrency Rate Loan, the Interest Period for any Eurodollar Rate Loan. Each election and Conversion pursuant to this Section 3.8 shall be used subject ----------- to the limitations on Eurodollar Rate Loans set forth in the computation definition of interest"Interest Period" herein and in Sections 3.1, 3.3 and Article VI. The Authorized Representative Agent ----------------- ---------- shall provide the Agent give written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received of such notice by 12:00 noon) not later than of election or Conversion prior to 3:00 P.M. on the same day as the Agent’s receipt such notice of such noticeelection or Conversion is received. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.

Conversions and Elections of Subsequent Interest Periods. Subject to the limitations set forth in the definition of “"Interest Period,” in Sections 2.1(c)(iii) and 3.1 " and in Article IVSECTION 4.1 and ARTICLE V, the Borrower may: (a) upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. on any Business Day, Convert any Eurocurrency Eurodollar Rate Revolving Loan denominated in Dollars (other than an Alternative Currency Loan) to a Base Rate Revolving Loan on the last day of the Interest Period for such Eurocurrency Eurodollar Rate Revolving Loan; and (b) provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Administrative Agent (which shall be irrevocable) on or before 12:00 noon 10:30 A.M. three (3) Business Days’ ', or in the case of Alternative Currency Loans, four (4) Business Days' prior to the date of such Conversion or Continuation: (i) elect a subsequent Interest Period for any Eurocurrency Eurodollar Rate Loan to begin on the last day of the then current Interest Period for such Eurocurrency Eurodollar Rate Loan (subject to Section 2.3 with respect to any Eurocurrency Rate Loan denominated in any Alternative Currency)Loan; or (ii) Convert any Base Rate Revolving Loan to a Eurocurrency Eurodollar Rate Loan denominated in Dollars on any Business Day. Subject to Section 2.3(b), failure by the Borrower to elect a Conversion or a Continuation or to provide notice of payment shall result in the automatic Continuation or Conversion, as the case may be, of the applicable Loan as a Eurocurrency Rate Loan with an Interest Period of one month. Each such notice shall be effective upon receipt by the Administrative Agent, shall specify the Borrower, the amount of the affected Eurocurrency Eurodollar Rate LoanLoan affected, the Type type of Revolving LoanLoan affected, and, if a Continuation as or Conversion into a Eurocurrency Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Administrative Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Administrative Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 noon10:30 A.M.) not later than 3:00 1:00 P.M. on the same day as the Administrative Agent’s 's receipt of such notice. All such Continuations or Conversions of Revolving Loans shall be effected pro rata based on the Applicable Commitment Percentages of the Lenders.