Common use of Conversions; Other Matters Clause in Contracts

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that any Conversion of an ABR Advance to Eurodollar Advances shall only be made on a Eurodollar Business Day. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section in whole or in part, provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii) the Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such electionelection (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice, notice of such election (in the case form of a Conversion to Eurodollar Advances, of such electionBorrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto, ; provided that any Conversion of an ABR Advance to Eurodollar Advances an Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part, ; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the Term SOFR Advances. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Term SOFR Advance or to Convert any existing Eurodollar Term SOFR Advance to a new Eurodollar Term SOFR Advance if (i) a Default or an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Advance or Term SOFR Advance may be Converted to a new Term SOFR Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Term SOFR Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Term SOFR Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Term SOFR Advance, as the case may be, to the existing ABR Advance or Term SOFR Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Section 4 or Section 6). (d) Notwithstanding any other provision of any Loan Document: (i1) if the Borrower shall have failed to elect a Eurodollar Term SOFR Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Term SOFR Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Term SOFR Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Term SOFR Advance pursuant to this Section 3.3, (ii2) the Borrower shall not be permitted to select a Eurodollar Term SOFR Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii3) the Borrower shall not be permitted to have more than 10 Eurodollar (x) 15 Term SOFR Advances and (y) 15 Competitive Bid Loans, in the aggregate, Loans outstanding at any one time, ; it being understood and agreed that each borrowing of Eurodollar Term SOFR Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Term SOFR Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such electionelection (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice, notice of such election (in the case form of a Conversion to Eurodollar Advances, of such electionBorrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto, ; provided that any Conversion of an ABR Advance to Eurodollar Advances an Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if and to the extent applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part, ; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 50,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the Term SOFR Advances. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Term SOFR Advance or to Convert any existing Eurodollar Term SOFR Advance to a new Eurodollar Term SOFR Advance if (i) a Default or an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent 13536512v6 shall have notified the Borrower at the request of the Required Lenders that no ABR Advance or Term SOFR Advance may be Converted to a new Term SOFR Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Term SOFR Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Term SOFR Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Term SOFR Advance, as the case may be, to the existing ABR Advance or Term SOFR Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Section 4 or Section 6). (d) Notwithstanding any other provision of any Loan Document: (i1) if the Borrower shall have failed to elect a Eurodollar Term SOFR Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Term Loans or expiration of an Interest Period with respect to any existing Eurodollar Term SOFR Advance, the amount of the Revolving Credit Term Loans subject to such borrowing or such existing Eurodollar Term SOFR Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Term SOFR Advance pursuant to this Section 3.3, (ii2) the Borrower shall not be permitted to select a Eurodollar Term SOFR Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii3) the Borrower shall not be permitted to have more than 10 Eurodollar Term SOFR Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, ; it being understood and agreed that each borrowing of Eurodollar Term SOFR Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Term SOFR Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, ; provided that any Conversion of an ABR Advance to an Eurodollar Advances Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a notice of Conversion delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions (such notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such notice of Conversion) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part, ; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the Eurodollar Advances. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance if (i) a Default or an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Advance or Eurodollar Advance may be Converted to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing ABR Advance or Eurodollar Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Section 4 or Section 6). (d) Notwithstanding any other provision of any Loan Document: (i1) if the Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii2) the Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii3) the Borrower shall not be permitted to have more than 10 15 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, ; it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more convert Eurodollar Advances Loans to an ABR Advance Loans by giving the Administrative Agent at least one Domestic two Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be so Convertedconverted, provided, that any such conversion shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect at any time and from time to time to Convert an convert ABR Advance Loans to any one or more new Eurodollar Advances Loans or to Convert any one or more existing convert Eurodollar Advances Loans to any one or more new Eurodollar Advances Eurodol lar Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying the amount to be so Converted converted and the initial Interest Period relating thereto, provided that any Conversion such conversion of an ABR Advance Loans to Eurodollar Advances Loans shall only be made on a Business Day and any such conversion of Eurodollar Business DayLoans to new Eurodollar Loans shall only be made on the last day of the Interest Period applicable to the Eurodollar Loans which are to be converted to such new Eurodollar Loans. The Administrative Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section section 2.8(a) in whole or in part, provided that the amount conversions of ABR Loans to be Converted Eurodollar Loans, or Eurodollar Loans to each new Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and Loans having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be in an aggregate principal amount of $10,000,000 5,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof1,000,000. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance Loan to a Eurodollar Loan or to convert any Eurodollar Loan to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar AdvanceLoan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing If a Default or an Event of Default shall not affect any other rights or remedies that have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or any Lender may have under this Agreement otherwise) that all, or any other Loan Documentsuch lesser amount as the Administrative Agent and the Required Lenders shall designate, of the outstanding Eurodollar Loans, if any, shall be automatically converted to ABR Loans, in which event such Eurodollar Loans of each Lender, at the option of such Lender, shall be automatically converted to ABR Loans on the date such notice is given. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 sections 4 or 65). (d) Notwithstanding any other provision of any Loan Documentthis Agreement: (i) if If the Borrower shall have failed to elect a Eurodollar Advance Loan under Section sections 2.3 or this Section 3.32.8, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.3section 2.8, (ii) the The Borrower shall not be permitted to select a any Eurodollar Advance Loan the Interest Period in respect of which ends later than the Maturity Date, (iii) When electing a Eurodollar Loan, the Borrower shall select an Interest Peri od such that, on each date that a mandatory principal payment is required to be made pursuant to section 2.5(c) in connection with a RC Commitment Termination Date reduction pursuant to section 2.4(b), the outstanding principal amount of all Loans which are ABR Loans, when added to the aggregate principal amount of all Loans which are Eurodollar Loans the Interest Period in respect of which shall end on such date, shall equal or such earlier date upon which all exceed the aggregate principal amount of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6Loans required to be paid on such date, and (iiiiv) the The Borrower shall not be permitted to have more than 10 twelve Interest Periods with respect to outstanding Eurodollar Advances and Competitive Bid Loans (when added to the number of Interest Periods with respect to outstanding Eurodollar Loans, in each case under and as defined in the aggregate, outstanding Other Credit Agreement) at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert convert any one or more Eurodollar LIBOR Advances to an ABR Advance, an ABR Advance to any one or more new LIBOR Advances, or any one or more existing LIBOR Advances to any one or more new LIBOR Advances, in each case by giving the Administrative Agent at least one Domestic three LIBOR Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be so Converted. In additionconverted and, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ prior irrevocable noticeif applicable, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that (i) any Conversion such conversion of an ABR Advance to Eurodollar Advances a LIBOR Advance shall only be made on a Eurodollar LIBOR Business Day, and (ii) any such conversion of an existing LIBOR Advance shall only be made on the last day of the Interest Period applicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section 3.3 in whole or in part, provided that the amount to be Converted converted to each Eurodollar Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 3,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon (i) the occurrence and during the continuance of a Default and the delivery by the Administrative Agent of written notice to the Borrower that the Borrower shall have no right to so convert during the continuance of such Default, or (ii) the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance to a new Eurodollar LIBOR Advance or to Convert convert any existing Eurodollar LIBOR Advance to a new Eurodollar LIBOR Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar LIBOR Advance shall be automatically Converted converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar LIBOR Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance or Eurodollar LIBOR Advance, as the case may be, to the existing Advance (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 4 or 65). (d) Notwithstanding any other provision of any other Loan Document: (i) if If the Borrower shall have failed to elect a Eurodollar LIBOR Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any the borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar LIBOR Advance, the amount of the Revolving Credit such Loans subject to such borrowing or such existing Eurodollar LIBOR Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar LIBOR Advance pursuant to this Section 3.3, (ii) the The Borrower shall not be permitted to select a Eurodollar any LIBOR Advance the Interest Period in respect of which ends later than the Commitment Termination Initial Maturity Date or such earlier date upon which all of or, if the Commitments shall have Initial Maturity Date has been voluntarily terminated by extended pursuant to Section 2.5(b), the Borrower in accordance with Section 2.6Extended Maturity Date, and (iii) the The Borrower shall not be permitted to have more than 10 Eurodollar five LIBOR Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more convert Eurodollar Advances Loans to an ABR Advance Loans by giving the Administrative Agent at least one Domestic two Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be so Convertedconverted, provided, that any such conversion shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect at any time and from time to time to Convert an convert ABR Advance Loans to any one Eurodollar Loans or more to convert Eurodollar Loans to new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying the amount to be so Converted converted and the initial Interest Period relating thereto, provided that any Conversion such conversion of an ABR Advance Loans to Eurodollar Advances Loans shall only be made on a Business Day and any such conversion of Eurodollar Business DayLoans to new Eurodollar Loans shall only be made on the last day of the Interest Period applicable to the Eurodollar Loans which are to be converted to such new Eurodollar Loans. The Administrative Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section section 2.8(a) in whole or in part, provided that the amount conversions of ABR Loans to be Converted Eurodollar Loans, or Eurodollar Loans to each new Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and Loans having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be in an aggregate principal amount of $10,000,000 2,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof250,000. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance Loan to a Eurodollar Loan or to convert any Eurodollar Loan to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar AdvanceLoan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing If a Default or an Event of Default shall not affect any other rights or remedies that have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or any Lender may have under this Agreement otherwise) that all, or any other Loan Documentsuch lesser amount as the Administrative Agent and the Required Lenders shall designate, of the outstanding Eurodollar Loans, if any, shall be automatically converted to ABR Loans, in which event such Eurodollar Loans of each Lender, at the option of such Lender, shall be automatically converted to ABR Loans on the date such notice is given. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 sections 4 or 65). (d) Notwithstanding any other provision of any Loan Documentthis Agreement: (i) if If the Borrower shall have failed to elect a Eurodollar Advance Loan under Section sections 2.3 or this Section 3.32.8, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.3, section 2.8, (ii) the The Borrower shall not be permitted to select a any Eurodollar Advance Loan the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.Maturity Date,

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more convert Eurodollar Advances Loans to an ABR Advance Loans by giving the Administrative Agent at least one Domestic two Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be so Convertedconverted, PROVIDED, that any such conversion shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect at any time and from time to time to Convert an convert ABR Advance Loans to any one Eurodollar Loans or more to convert Eurodollar Loans to new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying the amount to be so Converted converted and the initial Interest Period relating thereto, provided PROVIDED that any Conversion such conversion of an ABR Advance Loans to Eurodollar Advances Loans shall only be made on a Business Day and any such conversion of Eurodollar Business DayLoans to new Eurodollar Loans shall only be made on the last day of the Interest Period applicable to the Eurodollar Loans which are to be converted to such new Eurodollar Loans. The Administrative Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section 2.8(a) in whole or in part, provided PROVIDED that the amount conversions of ABR Loans to be Converted Eurodollar Loans, or Eurodollar Loans to each new Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and Loans having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be in an aggregate principal amount of $10,000,000 2,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof250,000. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance Loan to a Eurodollar Loan or to convert any Eurodollar Loan to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar AdvanceLoan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing If a Default or an Event of Default shall not affect any other rights or remedies that have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or any Lender may have under this Agreement otherwise) that all, or any other Loan Documentsuch lesser amount as the Administrative Agent and the Required Lenders shall designate, of the outstanding Eurodollar Loans, if any, shall be automatically converted to ABR Loans, in which event such Eurodollar Loans of each Lender, at the option of such Lender, shall be automatically converted to ABR Loans on the date such notice is given. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 4 or 65). (d) Notwithstanding any other provision of any Loan Documentthis Agreement: (i) if If the Borrower shall have failed to elect a Eurodollar Advance Loan under Section Sections 2.3 or this Section 3.32.8, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.32.8, (ii) the The Borrower shall not be permitted to select a any Eurodollar Advance Loan the Interest Period in respect of which ends later than the Maturity Date, (iii) When electing a Eurodollar Loan, the Borrower shall select an Interest Period such that, on each date that a mandatory principal payment is required to be made pursuant to Section 2.5(b) in connection with a RC Commitment Termination Date reduction pursuant to Section 2.4(b), the outstanding principal amount of all Loans which are ABR Loans, when added to the aggregate principal amount of all Loans which are Eurodollar Loans the Interest Period in respect of which shall end on such date, shall equal or such earlier date upon which all exceed the aggregate principal amount of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6Loans required to be paid on such date, and (iiiiv) the The Borrower shall not be permitted to have more than 10 eight Interest Periods with respect to outstanding Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding Loans at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such electionelection (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice, notice of such election (in the case form of a Conversion to Eurodollar Advances, of such electionBorrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto, ; provided that any Conversion of an ABR Advance to Eurodollar Advances an Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part, ; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.thereof or the entire remaining amount of the Term SOFR Advances. CHAR1\1889946v5 (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Term SOFR Advance or to Convert any existing Eurodollar Term SOFR Advance to a new Eurodollar Term SOFR Advance if (i) a Default or an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Advance or Term SOFR Advance may be Converted to a new Term SOFR Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Term SOFR Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Term SOFR Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Term SOFR Advance, as the case may be, to the existing ABR Advance or Term SOFR Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Section 4 or Section 6). (d) Notwithstanding any other provision of any Loan Document: (i1) if the Borrower shall have failed to elect a Eurodollar Term SOFR Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Term SOFR Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Term SOFR Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Term SOFR Advance pursuant to this Section 3.3, (ii2) the Borrower shall not be permitted to select a Eurodollar Term SOFR Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii3) the Borrower shall not be permitted to have more than 10 Eurodollar (x) 15 Term SOFR Advances and (y) 15 Competitive Bid Loans, in the aggregate, Loans outstanding at any one time, ; it being understood and agreed that each borrowing of Eurodollar Term SOFR Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Term SOFR Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Loans or to Convert any one or more existing Eurodollar Advances Loans to any one or more new Eurodollar Advances Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, written notice of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided, provided that any Conversion of an ABR Advance Loan to a Eurodollar Advances Loan shall only be made on a Eurodollar Business Day; provided, further, that, notwithstanding the foregoing, a notice of Conversion delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions (such notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to such specified effective date) if such condition is not satisfied and the Borrower indemnifies the Lenders in accordance with Section 3.05, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Loans may be Converted pursuant to this Section 3.03 in whole or in part; provided, provided that the amount to be Converted to each Eurodollar AdvanceLoan, when aggregated with any Eurodollar Advance Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceLoan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the 3-Year Tranche Loans or the 5-Year Tranche Loans. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance Loan to a new Eurodollar Advance Loan or to Convert any existing Eurodollar Advance Loan to a new Eurodollar AdvanceLoan if (i) a Default or Event of Default under Section 8.01(a), Section 8.01(b), Section 8.01(g), Section 8.01(h) or Section 8.01(i) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Loan or Eurodollar Loan may be Converted to a new Eurodollar Loan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance ABR Loan or Eurodollar Loan (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Article IV or 6Section 5.02). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance Loan under Section 2.3 2.02 or this Section 3.33.03, as the case may be, in connection with any the borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such the borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.3,3.03, and (ii) the Borrower shall not be permitted to select a Eurodollar Advance Loan the Interest Period in respect of which ends later than the Commitment Termination applicable Maturity Date or for such earlier date upon which all Class of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more convert Eurodollar Advances Loans to an ABR Advance Loans by giving the Administrative Agent at least one Domestic two Business Day’s Days' prior irrevocable notice of such election, specifying whether such Eurodollar Loans comprise RC/TL Loans or SD/TL Loans and the amount to be so Convertedconverted, provided, that any such conversion shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect at any time and from time to time to Convert an convert ABR Advance Loans to any one Eurodollar Loans or more to convert Eurodollar Loans to new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying whether such ABR Loans comprise RC/TL Loans or SD/TL Loans and the amount to be so Converted converted and the initial Interest Period relating thereto, provided that any Conversion such conversion of an ABR Advance Loans to Eurodollar Advances Loans shall only be made on a Business Day and any such conver sion of Eurodollar Business DayLoans to new Eurodollar Loans shall only be made on the last day of the Interest Period applicable to the Eurodollar Loans which are to be converted to such new Eurodollar Loans. The Administrative Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section section 2.8(a) in whole or in part, provided that the amount conversions of ABR Loans to be Converted Eurodollar Loans, or Eurodollar Loans to each new Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and Loans having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be in an aggregate principal amount of $10,000,000 5,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof1,000,000. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance Loan to a Eurodollar Loan or to convert any Eurodollar Loan to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar AdvanceLoan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing If a Default or an Event of Default shall not affect any other rights or remedies that have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or any Lender may have under this Agreement otherwise) that all, or any other Loan Documentsuch lesser amount as the Administrative Agent and the Required Lenders shall designate, of the outstanding Eurodollar Loans, if any, shall be automatically converted to ABR Loans, in which event such Eurodollar Loans of each Lender, at the option of such Lender, shall be automatically converted to ABR Loans on the date such notice is given. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 sections 4 or 65). (d) Notwithstanding any other provision of any Loan Documentthis Agreement: (i) if If the Borrower shall have failed to elect a Eurodollar Advance Loan under Section sections 2.3 or this Section 3.32.8, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.3section 2.8, (ii) the The Borrower shall not be permitted to select a any Eurodollar Advance Loan the Interest Period in respect of which ends later than the Maturity Date, (iii) When electing a Eurodollar Loan, the Borrower shall select an Interest Period such that, on each date that a mandatory principal payment is required to be made pursuant to section 2.5(e) in connection with a Commitment Termination Date reduction pursuant to section 2.4(b), the outstanding principal amount of all Loans which are ABR Loans, when added to the aggregate principal amount of all Loans which are Eurodollar Loans the Interest Period in respect of which shall end on such date, shall equal or such earlier date upon which all exceed the aggregate principal amount of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6Loans required to be paid on such date, and (iiiiv) the The Borrower shall not be permitted to have more than 10 twelve Interest Periods with respect to outstanding Eurodollar Advances and Competitive Bid Loans (when added to the number of Interest Periods with respect to outstanding Eurodollar Loans, in each case under and as defined in the aggregate, outstanding Other Credit Agreement) at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower Company may elect at any time and from time to time to Convert one or more Eurodollar Advances LIBOR Loans to an ABR Advance Alternate Base Rate Loan by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election, specifying the Loans and the amount to be so Converted, provided that any such Conversion shall only be made on the last day of the Interest Period applicable to each such LIBOR Loan. In addition, the Borrower Company may elect at any time and from time to time to Convert an ABR Advance Alternate Base Rate Loan to any one or more new Eurodollar Advances LIBOR Loans or to Convert any one or more existing Eurodollar Advances LIBOR Loans to any one or more new Eurodollar Advances LIBOR Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that (i) any Conversion of an ABR Advance Alternate Base Rate Loan to Eurodollar Advances LIBOR Loans shall only be made on a Eurodollar Business DayDay and (ii) any Conversion of LIBOR Loans shall only be made on the last day of the Interest Period ap- plicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances Alternate Base Rate Loans and Eurodollar Advances LIBOR Loans may be Converted pursuant to this Section paragraph in whole or in part, provided that the amount to be Converted to each Eurodollar AdvanceLIBOR Loan, when aggregated ag- gregated with any Eurodollar Advance LIBOR Loan to be made on such date in accordance with Section paragraph 2.1 and having the same Interest Period as such first Eurodollar AdvanceLIBOR Loan, shall equal no less than $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower Company shall have no right to elect to Convert any existing ABR Advance Alternate Base Rate Loan to a new Eurodollar Advance LIBOR Loan or to Convert any existing Eurodollar Advance LIBOR Loan to a new Eurodollar AdvanceLIBOR Loan. In such event, such ABR Advance Alternate Base Rate Loan shall be automatically continued as an ABR Advance Alternate Base Rate Loan or such Eurodollar Advance LIBOR Loan shall be automatically Converted to an ABR Advance Alternate Base Rate Loan on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan DocumentLIBOR Loan. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance Alternate Base Rate Loan or Eurodollar AdvanceLIBOR Loan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 paragraphs 4,5 or 6). (d) Notwithstanding any other provision of any Loan Document: : (i) if the Borrower Company shall have failed to elect a Eurodollar Advance LIBOR Loan under Section paragraph 2.3 or this Section paragraph 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLIBOR Loan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance LIBOR Loan shall thereafter be an ABR Advance Alternate Base Rate Loan until such time, if any, as the Borrower Company shall elect a new Eurodollar Advance LIBOR Loan pursuant to this Section paragraph 3.3, , (ii) the Borrower Company shall not be permitted to select a Eurodollar Advance LIBOR Loan the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Revolving Credit Commitments shall have been voluntarily terminated by the Borrower Company in accordance with Section paragraph 2.6, and and (iii) the Borrower Company shall not be permitted to have more than 10 Eurodollar Advances ten LIBOR Loans and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Term SOFR Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Term SOFR Loans or to Convert any one or more existing Eurodollar Advances Term SOFR Loans to any one or more new Eurodollar Advances Term SOFR Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, written notice of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided, provided that any Conversion of an ABR Advance Loan to Eurodollar Advances a Term SOFR Loan shall only be made on a Eurodollar Domestic Business Day; provided, further, that, notwithstanding the foregoing, a notice of Conversion delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions (such notice to specify the proposed effective date of such other credit facilities or transactions), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to such specified effective date) if such condition is not satisfied and the Borrower indemnifies the Lenders in accordance with Section 3.05, if and to the extent applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Term SOFR Loans may be Converted pursuant to this Section 3.03 in whole or in part; provided, provided that the amount to be Converted to each Eurodollar AdvanceTerm SOFR Loan, when aggregated with any Eurodollar Advance Term SOFR Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceTerm SOFR Loan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the Loans. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance Loan to a new Eurodollar Advance Term SOFR Loan or to Convert any existing Eurodollar Advance Term SOFR Loan to a new Eurodollar AdvanceTerm SOFR Loan if (i) a Default or Event of Default under Section 8.01(a), Section 8.01(b), Section 8.01(g), Section 8.01(h) or Section 8.01(i) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Loan or Term SOFR Loan may be Converted to a new Term SOFR Loan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Term SOFR Loan shall be automatically Converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceTerm SOFR Loan. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance Loan or Eurodollar AdvanceTerm SOFR Loan, as the case may be, to the existing Advance ABR Loan or Term SOFR Loan (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Article IV or 6Section 5.02). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance Term SOFR Loan under Section 2.3 2.02 or this Section 3.33.03, as the case may be, in connection with any the borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceTerm SOFR Loan, the amount of the Revolving Credit Loans subject to such the borrowing or such existing Eurodollar Advance Term SOFR Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Term SOFR Loan pursuant to this Section 3.3,3.03, and (ii) the Borrower shall not be permitted to select a Eurodollar Advance Term SOFR Loan the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitationMaturity Date.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more convert Eurodollar Advances Loans to an ABR Advance Loans by giving the Administrative Agent at least one Domestic two Business Day’s Days' prior irrevocable notice of such election, specifying the amount to be so Convertedconverted, provided, that any such conversion shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect at any time and from time to time to Convert an convert ABR Advance Loans to any one Eurodollar Loans or more to convert Eurodollar Loans to new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances Loans by giving the Administrative Agent at least two Eurodollar three Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, notice of such election, specifying the amount to be so Converted converted and the initial Interest Period relating thereto, provided that any Conversion such conversion of an ABR Advance Loans to Eurodollar Advances Loans shall only be made on a Business Day and any such conversion of Eurodollar Business DayLoans to new Eurodollar Loans shall only be made on the last day of the Interest Period applicable to the Eurodollar Loans which are to be converted to such new Eurodollar Loans. The Administrative Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances Loans may be Converted converted pursuant to this Section 2.8(a) in whole or in part, provided that the amount conversions of ABR Loans to be Converted Eurodollar Loans, or Eurodollar Loans to each new Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and Loans having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be in an aggregate principal amount of $10,000,000 2,000,000 or an integral such amount plus a whole multiple of $1,000,000 in excess thereof250,000. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert convert any existing ABR Advance Loan to a Eurodollar Loan or to convert any Eurodollar Loan to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar AdvanceLoan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing If a Default or an Event of Default shall not affect any other rights or remedies that have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or any Lender may have under this Agreement otherwise) that all, or any other Loan Documentsuch lesser amount as the Administrative Agent and the Required Lenders shall designate, of the outstanding Eurodollar Loans, if any, shall be automatically converted to ABR Loans, in which event such Eurodollar Loans of each Lender, at the option of such Lender, shall be automatically converted to ABR Loans on the date such notice is given. (c) Each Conversion such conversion shall be effected by each Lender by applying the proceeds of each the new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance Loan (or portion thereof) being Converted converted (it being understood that such Conversion conversion shall not constitute a borrowing for purposes of Sections 4, 5 4 or 65). (d) Notwithstanding any other provision of any Loan Documentthis Agreement: (i) if If the Borrower shall have failed to elect a Eurodollar Advance Loan under Section Sections 2.3 or this Section 3.32.8, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.32.8, (ii) the The Borrower shall not be permitted to select a any Eurodollar Advance Loan the Interest Period in respect of which ends later than the Maturity Date, (iii) When electing a Eurodollar Loan, the Borrower shall select an Interest Period such that, on each date that a mandatory principal payment is required to be made pursuant to Section 2.5(b) in connection with a RC Commitment Termination Date reduction pursuant to Section 2.4(b), the outstanding principal amount of all Loans which are ABR Loans, when added to the aggregate principal amount of all Loans which are Eurodollar Loans the Interest Period in respect of which shall end on such date, shall equal or such earlier date upon which all exceed the aggregate principal amount of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6Loans required to be paid on such date, and (iiiiv) the The Borrower shall not be permitted to have more than 10 five Interest Periods with respect to outstanding Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding Loans at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Company on behalf of a Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so Converted, provided that any such Conversion shall only be made on the last day of the Interest Period applicable to each such Eurodollar Advance. In addition, the a Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that (i) any Conversion of an ABR Advance to Eurodollar Advances shall only be made on a Eurodollar Business DayDay and (ii) any Conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section in whole or in part, provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the no Borrower shall have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document.Ad- (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the a Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the such Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii) the a Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower Borrowers shall not be permitted to have more than 10 12 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided PROVIDED that any Conversion of an ABR Advance to Eurodollar Advances shall only be made on a Eurodollar Business Day. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section in whole or in part, provided PROVIDED that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii) the Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Loans or to Convert any one or more existing Eurodollar Advances Loans to any one or more new Eurodollar Advances Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, written notice of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided, provided that any Conversion of an ABR Advance Loan to a Eurodollar Advances Loan shall only be made on a Eurodollar Business Day; provided, further, that, notwithstanding the foregoing, a notice of Conversion delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions (such notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to such specified effective date) if such condition is not satisfied and the Borrower indemnifies the Lenders in accordance with Section 3.05, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Loans may be Converted pursuant to this Section 3.03 in whole or in part; provided, provided that the amount to be Converted to each Eurodollar AdvanceLoan, when aggregated with any Eurodollar Advance Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceLoan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof or the entire remaining amount of the Loans. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance Loan to a new Eurodollar Advance Loan or to Convert any existing Eurodollar Advance Loan to a new Eurodollar AdvanceLoan if (i) a Default or Event of Default under Section 8.01(a), Section 8.01(b), Section 8.01(g), Section 8.01(h) or Section 8.01(i) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Loan or Eurodollar Loan may be Converted to a new Eurodollar Loan. In such event, such ABR Advance Loan shall be automatically continued as an ABR Advance Loan or such Eurodollar Advance Loan shall be automatically Converted to an ABR Advance Loan on the last day of the Interest Period applicable to such Eurodollar AdvanceLoan. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance Loan or Eurodollar AdvanceLoan, as the case may be, to the existing Advance ABR Loan or Eurodollar Loan (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Article IV or 6Section 5.02). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance Loan under Section 2.3 2.02 or this Section 3.33.03, as the case may be, in connection with any the borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar AdvanceLoan, the amount of the Revolving Credit Loans subject to such the borrowing or such existing Eurodollar Advance Loan shall thereafter be an ABR Advance Loan until such time, if any, as the Borrower shall elect a new Eurodollar Advance Loan pursuant to this Section 3.3,3.03, and (ii) the Borrower shall not be permitted to select a Eurodollar Advance Loan the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitationMaturity Date.

Conversions; Other Matters. (a) The Company on behalf of a Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so Converted, provided that any such Conversion 32 DRAFT 11/15/96 shall only be made on the last day of the Interest Period applicable to each such Eurodollar Advance. In addition, the a Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that (i) any Conversion of an ABR Advance to Eurodollar Advances shall only be made on a Eurodollar Business DayDay and (ii) any Conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section in whole or in part, provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the no Borrower shall have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or Agreement, any other Loan DocumentDocument or the CVS Subordinated Note. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the a Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter there- 33 after be an ABR Advance until such time, if any, as the such Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii) the a Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower Borrowers shall not be permitted to have more than 10 12 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such electionelection (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice, notice of such election (in the case form of a Conversion to Eurodollar Advances, of such electionBorrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto, ; provided that any Conversion of an ABR Advance to an Eurodollar Advances Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part, ; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.thereof or the entire remaining amount of the Eurodollar Advances. CHAR1\1787260v5 (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not have no the right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance if (i) a Default or an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) shall then exist, or (ii) any other Event of Default shall then exist and the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that no ABR Advance or Eurodollar Advance may be Converted to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing ABR Advance or Eurodollar Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 Section 4 or Section 6). (d) Notwithstanding any other provision of any Loan Document: (i1) if the Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii2) the Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii3) the Borrower shall not be permitted to have more than 10 (x) 15 Eurodollar Advances and (y) 15 Competitive Bid Loans, in the aggregate, Loans outstanding at any one time, ; it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent at least two Eurodollar Business Days’ ' prior irrevocable notice, in the case of a Conversion to Eurodollar Advances, of such election, specifying the amount to be so Converted and the initial Interest Period relating thereto, provided that any Conversion of an ABR Advance to Eurodollar Advances shall only be made on a Eurodollar Business Day. The Administrative Agent shall promptly provide the Lenders with notice of each such election. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section in whole or in part, provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance, as the case may be, to the existing Advance (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the Borrower shall have failed to elect a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing Eurodollar Advance, the amount of the Revolving Credit Loans subject to such borrowing or such existing Eurodollar Advance shall thereafter be an ABR Advance until such time, if any, as the Borrower shall elect a new Eurodollar Advance pursuant to this Section 3.3, (ii) the Borrower shall not be permitted to select a Eurodollar Advance the Interest Period in respect of which ends later than the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, and (iii) the Borrower shall not be permitted to have more than 10 Eurodollar Advances and Competitive Bid Loans, in the aggregate, outstanding at any one time, it being understood and agreed that each borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single Borrowing Request or Competitive Bid Request, as the case may be, shall constitute the making of one Eurodollar Advance or Competitive Bid Loan for the purpose of calculating such limitation.