Common use of Conversions Clause in Contracts

Conversions. The Borrower shall have the option to Convert on any Business Day the principal amount of the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Loans if no a Default or Event of Default is in existence on the date of Conversion the conversion, (iii) Canadian CDOR Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Canadian CDOR Rate Loans shall reduce the outstanding principal amount of such Canadian CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (iv) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Canadian CDOR Rate Loans if a Default or Event of Default is in existence on the date of the conversion, and (ev) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time or Canadian CDOR Rate Loans than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the applicable Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans and Canadian Prime Loans in Canadian CDOR Rate Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans and Canadian CDOR Rate Loans into Canadian Prime Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans or Canadian CDOR Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion at least equal to the Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type of Loan into another a Borrowing or Borrowings (of the same Tranche) of the other Type of Loan; providedprovided that: (i) except as otherwise provided in Section 1.10(b), that (a) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimum, thereto; (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion; (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time Borrowings than is permitted under Section 3.1(c1.02; and (iv) hereofprior to the Syndication Termination Date, no C Term Loan or B Revolving Loan may be converted into a Eurodollar Loan, except that on the Initial Eurodollar Loan Borrowing Date, C Term Loans and B Revolving Loans may be converted into Eurodollar Loans with an Interest Period of one month (or such shorter period as may be acceptable to the Borrower and the Banks with Loans and/or Commitments under the respective Tranche). Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request ") which notice shall be in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.

Conversions. The (a) Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is are permitted under Section 3.1(c2.02 and (iv) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (A) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (B) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 am (Toronto Time) at least two Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule 1.01(g)). The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. NEWYORK 8115155 Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (2Kc) 8Mandatory and voluntary conversion of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule 1.01(g). Except as otherwise provided under Section 11 thereof, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the relevant underlying B/A Instrument, as the case may be.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Incremental Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Incremental Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Incremental Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least three Business Days' (or, in the third case of an Interest Period other than a one, two, three or six-month period, at least five Business Day Days') prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be /Continuation") in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Incremental Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Incremental Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Incremental Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Incremental Loans. NEWYORK 8115155 For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Incremental Term Loan into another Type of Canadian Incremental Term Loan shall not constitute a repayment of any Canadian Incremental Term Loan being so converted. Canadian Revolving Loans may be converted and/or continued as and to the extent provided in Section 1.17 and Schedule XI." 10. Section 1.07 of the Credit Agreement is hereby amended by (2Ki) 8inserting the text ", Canadian Revolving Loans" immediately after the text "under a given Tranche" appearing in the first sentence thereof and (ii) inserting the text ", Canadian Revolving Loan Commitments" immediately after the text "for such Tranche" appearing in the first sentence thereof.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Sections 2.10(a) and 2.10(c), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) CDOR Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or CDOR Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and CDOR Rate Loans than is permitted under Section 3.1(c2.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 2.06. Each such Conversion conversion pursuant to this Section 2.06(a) shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least (x) in the third case of conversions into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loan (in the case of Canadian Term Loans), three (3) Business Day Days’ prior to notice, and (y) in the proposed date case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one (1) Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or CDOR Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Term Loans. NEWYORK 8115155 For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (2Kb) 8The Canadian Revolving Borrowers shall have the option to convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of CDOR Rate Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into CDOR Rate Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of CDOR Rate Loans than is permitted under Section 2.02. Each conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three (3) Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into CDOR Rate

Conversions. The (a) Subject to Section 2.02(b), each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the Loans case may be) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Revolving Loans maintained as Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Significant Event of Default or, if elected by the Required Lenders or the Administrative Agent, any other Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 P.M. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted. (2Kb) 8Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule III. Except as otherwise provided under Section 2.14, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance or B/A Equivalent Note, as the case may be. (c) The Canadian Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Canadian Prime Rate Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the case may be) made pursuant to one or more Borrowings under a single Tranche into a Borrowing or Borrowings of Bankers’ Acceptance Loans under such Tranche; provided that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Bankers’ Acceptance Loans if a Significant Event of Default or, if elected by the Required Lenders or the Canadian Administrative Agent, any other Event of Default is in existence on the date of such conversion and (ii) Borrowings of Bankers’ Acceptance Loans resulting from this Section 2.06 shall be limited in number as provided in Section 2.02. Each such conversion shall be effected by the Canadian Borrowers by giving the Canadian Administrative Agent at its Notice Office, prior to 11:00 A.M.(New York time), at least three Business Days prior to the date of the proposed conversion, a Notice of Conversion/Continuation specifying the Canadian Dollar Denominated Loans to be so converted into Bankers’ Acceptance Loans, the Borrowing or Borrowings pursuant to which such Canadian Dollar Denominated Loans were made and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule III). The Canadian Administrative Agent shall give each Canadian Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans maintained as Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted.

Conversions. The U.S. Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Dollar Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.11(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion and (eiii) no Conversion conversion pursuant to this Section 3.5 2.7 shall result in a greater number of Interest Periods Borrowings of LIBOR Fixed Rate Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.2. Each such Conversion conversion shall be effected by the U.S. Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) (Noon (New York City time) in the case of clause (y) below) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, notice on the third Business Day prior to the proposed date of such conversion (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit J, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Denominated Loans. NEWYORK 8115155 (2K) 8.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least (x) in the third case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Day Days’ (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days’) prior to notice, and (y) in the proposed date case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Term Loans. NEWYORK 8115155 For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (2Kb) 8The Canadian Revolving Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule XI). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (c) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule XI. Except as otherwise provided under Section 1.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the relevant underlying Bankers’ Acceptance or B/A Discount Note, as the case may be.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Term Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan Term Loans into a Borrowing of another Type of Term Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Term Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Term Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Term Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Term Loans. NEWYORK 8115155 (2K) 8If the Borrower requests a conversion to LIBOR Loans in any Notice of Conversion/Continuation but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Conversions. The Borrower shall have the option to Convert convert on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Dollar Loans made to the Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan; provided, provided that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for such Tranche, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the date of Conversion and the conversion if the Administrative Agent or the Majority Lenders in respect of the applicable Tranche have previously advised the Borrower that conversions will not be permitted while such Event of Default remains in existence, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02, (iv) hereofprior to the Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period and (v) the Borrower's right to convert Incremental Term Loans of a given Tranche shall be subject to the limitations, if any, set forth in the applicable Incremental Commitment Agreement. Each such Conversion conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by delivering a Conversion Request to Borrower's giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the Borrowing or Borrowings pursuant to which such Loans were made, the date of such Conversion conversion (which shall be a Business Day)) and, (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans if to be converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, provided that (ai) except as otherwise provided in Section 2.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 2.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 2.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower Company (on behalf of all applicable Borrowers) shall have the option to Convert convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans of one Type owing by a Borrower pursuant to a Borrowing under a Facility into a Borrowing by such Borrower under the same Facility of the other Type of Loans which can be made hereunder, PROVIDED that: (a) either (i) all Loans made by all Borrowers pursuant to a Borrowing under the same Facility shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to one or more Borrowings from one Type of Loan such Facility, and if such Loans are converted into another Type of Loan; provided, that (a) Eurodollar Loans may not there shall be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an single Interest Period applicable to such LIBOR LoanLoans; or (ii) a fixed proportion of all Loans made by all Borrowers pursuant to a Borrowing under the same Facility, unless conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (iii) if permitted by the Administrative Agent, acting in the exercise of its reasonable discretion and taking into account the number of Borrowings consisting of Eurodollar Loans which will be outstanding hereunder, a fixed proportion or Dollar amount of any Loans made by a Borrower pays all amounts owing pursuant to a Borrowing under Section 3.12 as the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a result Borrowing of the other Type of Loans which can be made pursuant to such ConversionFacility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; (cb) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto; (c) any conversion of Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans; (d) Base Prime Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default under section 10.1(a) or Event of Default is in existence on the date of Conversion and the conversion unless the Required Tranche A Lenders, in the case of Tranche A Loans, or the Required Tranche B Lenders, in the case of Tranche B Loans, otherwise agree; and (e) no Conversion pursuant Borrowings of Eurodollar Loans resulting from this section 2.8 shall conform to this Section 3.5 shall result in a greater number the requirements of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereofsection 2.1(d). Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to Company (on behalf of any applicable Borrower) giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. A.M. (New York City time) on the third local time at such Notice Office), at least three Business Day Days' (or prior to 11:00 A.M. (local time at such Notice Office) same Business Day's, in the proposed date case of Conversion. Each Conversion Request shall a conversion into Prime Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the form of Exhibit B-2, specifying the name of the applicable Borrower, the Loans to be appropriately completed to specify (i) so converted and the principal amount of each Tranche Facility under which such Loans were incurred, the Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8For the avoidance of doubt, the prepayment or repayment of any Loans out of the proceeds of other Loans by a Borrower is not considered a conversion of Loans into other Loans.

Conversions. The (a) Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c2.02 and (iv) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (A) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (B) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 am (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans into Canadian LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of Canadian LIBOR Loans into Canadian Prime Rate Loans, one Business Day’s prior notice, in each case in the form of Exhibit A-2, appropriately completed to specify the Canadian Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans were incurred and, if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans. NEWYORK 8115155 (2K) 8Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted.

Conversions. The Each Borrower shall have the option to Convert convert on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Dollar Loans (other than (x) Tranche 2 Revolving Loans which shall at all times remain Eurodollar Loans and (y) Swingline Loans which shall at all times remain Base Rate Loans) made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan; provided, provided that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (bi) no Conversion such partial conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for such Tranche, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the date of Conversion and the conversion if the Administrative Agent or the Required Banks have previously advised such Borrower that conversions will not be permitted while such Event of Default remains in existence, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (iv) hereofprior to the Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period. Each such Conversion conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by delivering a Conversion Request to applicable Borrower's giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the Borrowing or Borrowings pursuant to which such Loans were made, the date of such Conversion conversion (which shall be a Business Day)) and, (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans if to be converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06(a) shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least (x) in the third case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Day Days’ prior to notice, and (y) in the proposed date case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Term Loans. NEWYORK 8115155 For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (2Kb) 8The Canadian Revolving Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule X). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (c) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule X. Except as otherwise provided under Section 1.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the relevant underlying Bankers’ Acceptance or B/A Discount Note, as the case may be.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of Conversion the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (ey) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month, and (iv) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.

Conversions. The (a) Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c2.02 and (iv) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (A) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (B) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 A.M. (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans into Canadian LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of Canadian LIBOR Loans into Canadian Prime Rate Loans, one Business Day’s prior notice, in each case in the form of Exhibit A-2, appropriately completed to specify the Canadian Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans were incurred and, if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans. NEWYORK 8115155 (2K) 8Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted.

Conversions. The Borrower shall have may, during the option to Convert on any Business Day term of this Agreement, upon giving the principal amount Agent at the Agent's Branch of Account a Conversion Notice in accordance with the period of prior notice and other requirements set out in Section 3.5 (other than delivery of a notice in the form of Schedule A) in respect of the Loans made pursuant basis of Borrowing to one or more Borrowings from one Type which any Borrowing is being converted, convert any Borrowing to another basis of Loan into another Type of Loan; providedBorrowing. Notwithstanding the foregoing, that (a) Loans a Bankers' Acceptance may not only be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into converted on its maturity date and a Base Rate Libor Loan may only be effected converted on any day other than the last day of an the Libor Interest Period applicable to such LIBOR Loan, unless Libor Loan or on any other day if the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made payable in respect thereof pursuant to Sections 4.5 or 10.5, respectively. A Letter of Credit may not be converted. If the requested conversion is either from or into Libor Loans or Bankers' Acceptances, then: (a) if a single Default has occurred and is continuing, the Borrower, without limiting its rights to convert any Borrowing to less than the applicable Borrowing Minimum, (d) into a Cdn. Prime Loan or a U.S. Base Rate Loans may Loan, as applicable, shall only be Converted entitled to request a conversion into LIBOR Loans a Libor Loan with a Libor Interest Period of one (1) month or into a Bankers' Acceptance with a term to maturity of one (1) month or less as provided for herein unless the Agent, in its discretion acting reasonably, otherwise permits; and (b) if no Default or an Event of Default has occurred and is continuing, such conversion shall not be permitted unless the Agent in existence its discretion otherwise agrees and all Libor Loans in respect of which any such conversion has been requested shall be converted to a Cdn. Prime Loan in the case of Libor Loans denominated in Canadian Dollars, Euros or Pounds Sterling or to a U.S. Base Rate Loan in the case of Libor Loans denominated in U.S. Dollars, in each case on the date last day of Conversion the Libor Interest Period applicable thereto and (e) no Conversion pursuant to this Section 3.5 shall result all Bankers' Acceptances in a greater number respect of Interest Periods of LIBOR Loans being outstanding at which any one time than is permitted under Section 3.1(c) hereof. Each such Conversion conversion has been requested shall be effected by converted to a Cdn. Prime Loan on the maturity of such Bankers' Acceptances. On each Conversion Date, the Borrower, subject to Section 3.7(c), shall be required to repay to the Agent the basis of Borrowing which is being converted and, subject to the provisions of this Agreement, the Lenders shall be required to make available to the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date Borrowings into which such basis of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans Borrowing is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8converted.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian TermDollar Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian TermDollar Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian TermDollar Loan; provided, as the case may be, provided that (aia) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple except as otherwise provided in excess thereofSections 2.10(a) and 2.10(c), (bxi) no Conversion Eurodollarin the case of a Eurocurrency Rate Loan or Term RFR Loan denominated in Dollars, upon the expiration of any Interest Period, all or any portion part of any LIBOR Loan such outstanding Eurocurrency Rate Loans or Term RFR Loans may be converted into a Base Rate Loans (other than Swingline Loans), (ii) in the case of a Daily Simple RFR Loan denominated in Dollars, upon the occurrence of the Interest Payment Date therefor, all or any part of any such outstanding Daily Simple RFR Loans may be effected converted into Base Rate Loans, and (yiii) CDOR Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or CDOR Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (diib) unless the Required Lenders otherwise agree, (xi) Base Rate Loans may only be Converted converted into Eurodollarone or more Eurocurrency Rate Loans or, after the USD LIBOR Transition Date, RFR Loans and (yii ) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiiic) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR EuroEurocurrency Rate Loans, Term RFR Loans being outstanding at any one time and CDOR Rate Loans than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted 2.02 and (ivivd) if any Swingline Loans are being Converted into LIBOR Loans, the Interest Period may not be converted pursuant to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8this Section 2.06.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Loan into which the conversion is being made), of the outstanding principal amount of the Dollar Loans made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche of Loans) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche of Loans) of another Type of Loan; provided, that provided that, (ai) Dollar Revolving Loans shall not be permitted to be converted into Canadian Revolving Loans, and Canadian Revolving Loans shall not be permitted to be converted into Dollar Revolving Loans, (ii) Term Loans may not be so Converted converted into another Type unless the aggregate principal amount of Revolving Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimumexcept as required by Section 2.01(b), is an integral multiple of the applicable Borrowing Multiple in excess thereofRevolving Loans may not be converted into Term Loans, (biii) no Conversion of all or any portion of any LIBOR Loan if Eurodollar Loans are converted into a Base Rate Loan may be effected Loans on any day a date other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the respective Borrower pays all amounts owing under shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 3.12 as a result of such Conversion2.12, (civ) no such partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for Eurodollar Loans of the respective Tranche, (dv) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no any Default or Event of Default is in existence exists on the date of Conversion conversion, and (evi) no Conversion conversion pursuant to this Section 3.5 2.07 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office Office, prior to 11:00 a.m. Noon (New York City time), at least three (3) on the third Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. (b) Each Canadian Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Canadian Prime Rate Loans then outstanding under the Canadian Dollar Loan Sub-Commitments into Bankers' Acceptance Loans under the Canadian Dollar Loan Sub-Commitments in an aggregate Face Amount equal to the aggregate principal amount in Canadian Dollars of such outstanding Canadian Prime Rate Loans, provided that the applicable Canadian Revolving Loan Borrower shall pay the proceeds of such Bankers' Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the Canadian Lenders to repay such outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers' Acceptance Loans are obtained in accordance with Section 2 and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any Bankers' Acceptance Loans outstanding under the Canadian Dollar Loan Sub-Commitments, to obtain Bankers' Acceptance Loans or Canadian Prime Rate Loans under the Canadian Dollar Loan Sub-Commitments in an aggregate Face Amount or principal amount as the case may be, equal to the aggregate Face Amount of such maturing Bankers' Acceptance Loans, provided that the applicable Canadian Revolving Loan Borrower shall pay the proceeds of such new Canadian Revolving Loan together with such additional funds as may be required to the Administrative Agent for the account of the Canadian Lenders to repay such maturing Bankers' Acceptance Loans, and provided further that such new Canadian Revolving Loans are obtained in accordance with Section 2 and any other applicable provisions of this Agreement. (c) Mandatory conversions of Bankers' Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. NEWYORK 8115155 (2K) 8Except as otherwise provided under Section 2.17, Bankers' Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers' Acceptance Loan.

Conversions. The Borrower Borrowers shall have the option to Convert convert, on any Business Day occurring after the Third Restatement Effective Date, all or a portion equal to at least the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted con- verted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) thereto and no partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) prior to the 30th day after the Third Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if the conversion is effective on the first day of an Interest Period referred to in clause (B) of the respective provisos to Sections 1.01(a)(i) and 1.01(b)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Third Restatement Effective Date, (eiv) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (v) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by the Borrower Borrowers by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. NEWYORK 8115155 (2K) 8.