Common use of Refinancing of Loans Clause in Contracts

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (d) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.2 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a1) as a condition to the refinancing of ABR Prime Rate Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the or event which upon notice or lapse of time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for or both would constitute an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c2) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (d3) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (e4) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Prime Rate Loan, as the case may be, to its Loan being refinanced; (f5) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g6) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (h7) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Prime Rate Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.11:00 a.m., New York City Chicago time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as in the case of a condition to the refinancing of ABR Loans with Eurodollar Loans and to or the continuation continuing of a Borrowing of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$10,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $10,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing such refinancing, which shall be a Business Day, or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;; and (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hf) each request for a refinancing with a Borrowing of Eurodollar Loans or for a continuation of a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or in part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ prior irrevocable written notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.02 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Borrowers shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableBorrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Tranche A Lender notice of any refinancing, in whole or part, of any Tranche A Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers (a) At any time during the PSC Election Period, and provided that the indebtedness described in this Agreement has not been paid in full and Lenders' obligations hereunder terminated, Lenders shall have the right, at any timeright to notify the Operating Partnership that the Majority Lenders, on three (3) Business Days’ prior irrevocable notice behalf of all Lenders, have elected to extend or refinance the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received indebtedness evidenced by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders this Agreement in accordance with the respective principal amounts one of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (d) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained hereinoptions described below: (i) The Majority Lenders, on behalf of all Loans denominated Lenders, may elect to either: (A) extend the maturity date of the indebtedness described in Dollars this Agreement to a date selected by the Majority Lenders, on behalf of all Lenders, which date shall not be repaid earlier than June 30, 1998, in Dollars;which case the indebtedness evidenced by this Agreement shall continue in full force and effect in accordance with its terms through such extended maturity date and the Collateral and the Existing Collateral shall continue to secure the indebtedness evidenced by this Agreement, or (B) refinance the indebtedness evidenced by this Agreement by extending to the Operating Partnership either an unsecured interest only term loan or an unsecured revolving credit facility, at the election of the Majority Lenders', at Market Terms and having a maturity date selected by the Majority Lenders, which maturity date shall not be earlier than June 30, 1998; or (ii) The Majority Lenders, on behalf of all Loans denominated Lenders, may elect to have the Administrative Agent act as placement agent to locate one or more third party lenders to refinance the indebtedness evidenced by this Agreement with either an unsecured interest only term loan or an unsecured revolving credit facility, at the Majority Lenders' election, at Market Terms, in Canadian Dollars which case Administrative Agent shall use reasonable good faith efforts to locate such third party lender(s); such term loan or credit facility shall have a Market Maturity selected by the Operating Partnership. (b) If the Majority Lenders, on behalf of all Lenders, elect either of the options in Subsection 2.10(a)(i) above, the Operating Partnership may, within ten (10) days of receipt of notice of Lenders' election, request in writing that Lenders' attempt to refinance the indebtedness evidenced by this Agreement through one or more third party lenders under option (ii) above, in which event (A) Lenders and the Operating Partnership shall document and prepare for closing of such extension or refinancing of the indebtedness evidenced under this Agreement under Subsection 2.10(a)(i) above in accordance with Lenders' original election, and (B) Lenders shall use reasonable good faith efforts to locate such third party lender(s); provided, however, that if Lenders are unable to locate any such third party lender(s) who are willing to refinance the indebtedness evidenced by this Agreement or the Operating Partnership and such third party lender(s) are unable to close on or before January 15, 1998, Lenders and the Operating Partnership shall proceed with closing pursuant to Lenders' initial election to extend or refinance. (c) In the event the Majority Lenders, on behalf of all Lenders, elect, and closing occurs under, either of the refinance options (but not the extension) specified in Subsections 2.10(a)(i) and (ii) above, the term loan or credit facility described in the option selected by the Majority Lenders shall commence on the Refinance Loan Closing Date; provided, however, that Lenders' (or any third party lenders) obligation to fund any such term loan or credit facility shall be repaid subject to the Operating Partnership's execution and delivery of such documents and instruments (including any documents and instruments customarily used in Canadian Dollars;transactions of a similar type) as Lenders or the third party lenders may reasonably require to document said term loan or credit facility, which documents and instruments shall contain all representations, warranties, conditions, covenants, defaults, remedies and indemnities customarily used in transactions of a similar type, and closing of such transaction on or before January 15, 1998. (iiid) Loans denominated in Dollars may only be ABR Loans If Lenders do not provide notice to the Operating Partnership of the Majority Lenders' election to proceed with extension of the indebtedness evidenced by this Agreement or Eurodollar Loans; and refinancing of the indebtedness evidenced under this Agreement on or before the end of the PSC Election Period, then the Operating Partnership shall have, at any time during the Operating Partnership Election Period, the right to notify Lenders that the Operating Partnership has elected to either (ivA) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations terminate this Agreement and conversions, as applicable, fully repay the outstanding balance of Loans thereunder, or (B) request Lenders to refinance the indebtedness evidenced by this Agreement with an unsecured interest only term loan or unsecured revolving credit facility, at the Operating Partnership's option, to be provided by Lenders on Market Terms, having either a Market Term fixed or variable interest rate and having a Market Maturity selected by the Operating Partnership. If the Operating Partnership either fails to notify Lenders of its election during the Operating Partnership Election Period or elects to pay in full the indebtedness evidenced by this Agreement and terminate this Agreement, the Maturity Date shall be consistent with the foregoing.January 15,

Refinancing of Loans. The Borrowers Borrower shall have the right, right at -------------------- any time, on three (3) two Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City Boston time, on the third second Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Tranche A Loans of one Type (or a portion thereof) with a Borrowing of Tranche A Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing no Borrowing of ABR Tranche A Loans with may be refinanced into, or continued as, Eurodollar Loans and to the continuation of Eurodollar Loans for at any time when an additional Interest Period, no Event of Default shall have has occurred and be continuing at the time of such refinancingis continuing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Tranche A Loans shall be is refinanced, such refinancing shall be made pro rata among the applicable Lenders Tranche A Lenders, as --- ---- applicable, in accordance with the respective principal amounts of the Tranche A Loans comprising such Borrowing held by such Tranche A Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Tranche A Loans being refinanced into or continued as Eurodollar Loans shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$$1,000,000, respectively, in aggregate principal amount; (ed) each Tranche A Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Tranche A Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (kh) each request for a refinancing with a Borrowing no more than five Borrowings of Discount Rate Eurodollar Loans which fails to state an applicable Contract Period shall may be deemed to be a request for a Contract Period of one monthoutstanding at any time. In If the event that the U.S. Borrower or Canadian Borrower, as applicable, shall does not give notice to refinance any Borrowing of Eurodollar Loans, or does not give notice to continue such Borrowing as Eurodollar Loanscontinue, or shall does not be entitled have the right to refinance or continue such continue, any Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Tranche A Lender notice of any refinancing, in whole or part, of any Tranche A Loan made by such Tranche A Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender (i)each Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$100,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $500,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The If the Borrowers shall have the right, at any time, on three wish (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (xi) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (yii) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period Period, they shall be entitled to do so if SHG gives Lenders' Agent notice to that effect as provided below not later than the third Business Day before the date for the requested refinancing or to continue an outstanding Borrowing the last day of Discount Rate Loans for an additional Contract the then current Interest Period, as the case may be, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall is to be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$5,000,000, US$1,000,000 or and any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as shall be in an amount such that the case may be, shall result in aggregate principal amount of the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being is not less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount$5,000,000; (ed) each Lender shall effect make each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinancedrefinanced (and the Borrowers shall not be entitled otherwise to direct application of the proceeds of a refinancing); (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing being refinanced or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the then current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) . Each such notice, to be effective, must be received by Lenders' Agent not later than 12:00 noon, New York City time, on the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on third Business Day before the date of refinancing or the expiration of the current Contract Period applicable to any requested refinancing, and each such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may notice shall be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which irrevocable. If SHG fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Lenders' Agent shall, after it receives each notice from the U.S. Borrower or Canadian Borrower, as applicablegiven by SHG pursuant to this provision, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Tranche A Loans of one Type (or a portion thereof) with a Borrowing of Tranche A Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of Tranche A Loans that are ABR Loans with Eurodollar Loans and to the continuation of Tranche A Loans that are Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Tranche A Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Tranche A Banks in accordance with the respective principal amounts of the Tranche A Loans comprising such Borrowing held by such Lenders the Tranche A Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Tranche A Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender Tranche A Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Tranche A Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Tranche A Bank notice of any refinancing, in whole or part, of any Tranche A Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ Days prior irrevocable notice to the Applicable Agent (and Agent, substantially in the Administrative Agent if the Administrative Agent is not the Applicable Agent) form of Exhibit K hereto (which notice, to be effective, must be completed and received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Default or Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable relevant Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$1,000,000; provided, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each relevant Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;; and (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each affected Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Canadian Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing, except as set forth in subsection (a) below) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders having a Canadian Commitment in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, $1,000,000; provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on a day other than the last day of an Interest Period applicable thereto;thereto shall be subject to payment of breakage costs pursuant to Section 2.14; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Canadian Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.expiration

Refinancing of Loans. The Borrowers shall have the -------------------- right, at any time, on three (3) Business Days’ ' prior irrevocable notice from the Parent, on behalf of the Borrowers, to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any --------- outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Index Rate Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated $1,000,000 and, with respect to Eurodollar Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing -------- of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Index Rate Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Parent shall not give notice any such notice, on behalf of the Borrowers, to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Index Rate Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian BorrowerParent, as applicableon behalf of the Borrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, right at any time, on three (3) two Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City Boston time, on the third second Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Tranche A Loans of one Type (or a portion thereof) with a Borrowing of Tranche A Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing no Borrowing of ABR Tranche A Loans with may be refinanced into, or continued as, Eurodollar Loans and to the continuation of Eurodollar Loans for at any time when an additional Interest Period, no Event of Default shall have has occurred and be continuing at the time of such refinancingis continuing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Tranche A Loans shall be is refinanced, such refinancing shall be made pro rata PRO RATA among the applicable Lenders Tranche A Lenders, as applicable, in accordance with the respective principal amounts of the Tranche A Loans comprising such Borrowing held by such Tranche A Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Tranche A Loans being refinanced into or continued as Eurodollar Loans shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$$1,000,000, respectively, in aggregate principal amount; (ed) each Tranche A Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Tranche A Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (kh) each request for a refinancing with a Borrowing no more than five Borrowings of Discount Rate Eurodollar Loans which fails to state an applicable Contract Period shall may be deemed to be a request for a Contract Period of one monthoutstanding at any time. In If the event that the U.S. Borrower or Canadian Borrower, as applicable, shall does not give notice to refinance any Borrowing of Eurodollar Loans, or does not give notice to continue such Borrowing as Eurodollar Loanscontinue, or shall does not be entitled have the right to refinance or continue such continue, any Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Tranche A Lender notice of any refinancing, in whole or part, of any Tranche A Loan made by such Tranche A Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have (a) During the rightperiod beginning on the Closing Date and continuing to the date that is 180 days after the Closing Date, the Borrower will not offer, sell, contract to sell or otherwise incur, any Indebtedness (whether secured or unsecured), the proceeds of which are used (directly or indirectly) to repay or refinance the Loans under this Agreement in a manner inconsistent with the Commitment Letter, the Fee Letter and the Engagement Letter (as defined in the Commitment Letter) without the prior written consent of the Joint Lead Arrangers. (b) Upon notice (a “Take-Out Notice”) by, and at the sole discretion of, the Joint Lead Arrangers, at any timetime and from time to time during the Marketing Period, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract PeriodBorrower will, subject to the following: terms and conditions set forth below and in the first set of clauses (a) through (e) of Section 3 of the Fee Letter, issue and sell senior debt securities (which debt securities shall be non-convertible notes) on no more than one occasion (for all Loans and Senior Bridge Loans combined) in an aggregate amount no less than $500,000,000 and, subject to Section 9.17(f), no greater than that required to refinance the then outstanding Loans and Senior Bridge Loans in full (the “Take-Out Securities”), upon such terms and conditions as a condition to specified in the refinancing of ABR Loans with Eurodollar Loans Take-Out Notice and agreed by the Borrower if and to the continuation extent such issuance of, and the performance of Eurodollar Loans for an additional Interest Periodthe obligations of the Borrower under, no Event of Default such Take-Out Securities, is permitted under the Borrower’s and its subsidiaries’ debt and other agreements as in effect on the Closing Date (after giving effect to the Transactions); provided that the Borrower shall have occurred and be continuing at the time of such refinancing; (b) as a condition option, in its sole discretion but subject to the refinancing consent of Canadian Prime Rate Loans the Joint Lead Arrangers, to (x) restructure the registration rights in connection with Discount Rate Loans any private placement of Take-Out Securities to take advantage of the changes to Rule 144 under the Securities Act effective February 15, 2008 (the “Rule 144 Option”) and/or (y) file a shelf registration statement on Form S-1 with the SEC to register such debt securities in such amounts as it shall deem appropriate (the “Shelf Option”) but limited to securities that constitute Take-Out Securities or any other securities to be issued to refinance other backstop facilities contemplated by the Commitment Letter; provided further, that to the extent the Borrower exercises the Shelf Option and to the continuation extent Take-Out Securities are issued pursuant thereto, then the number of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and Take-Out Notices that may be continuing at the time of such refinancing; (cissued under this Section 9.17(b) if less than a full Borrowing of Loans shall be refinancedincreased to a maximum of four occasions during each rolling period of 12 consecutive months, such refinancing shall be made pro rata among commencing on the applicable Lenders in accordance with date that is six months after the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; Closing Date (d) provided that the aggregate principal amount of Take-Out Securities pursuant to each such Take-Out Notice is no less than $500,000,000 and no greater than that required to refinance the Loans being refinanced and Senior Bridge Loans in full (subject to Section 9.17(f)). The Take-Out Securities shall be at least issued (i) in the case of Dollar-denominated Loansthrough a private placement (with customary registration rights), US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on extent the date of refinancing or Borrower elects the expiration Rule 144 Option with the consent of the current Interest Period applicable Joint Lead Arrangers, through a private placement with an undertaking to such continuing Borrowing, as deliver unlegended securities by the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration first anniversary of the current Contract Period applicable to issuance of such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower Take-Out Securities or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with to the foregoing.extent the

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$5,000,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided PROVIDED that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.11:00 a.m., New York City Chicago time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as in the case of a condition to the refinancing of ABR Loans with Eurodollar Loans and to or the continuation continuing of a Borrowing of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$10,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $10,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;; and (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hf) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or in part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have (a) During the rightperiod beginning on the Closing Date and continuing to the date that is 180 days after the Closing Date, the Borrower will not offer, sell, contract to sell or otherwise incur, any Indebtedness (whether secured or unsecured), the proceeds of which are used (directly or indirectly) to repay or refinance the Loans under this Agreement in a manner inconsistent with the Commitment Letter, the Fee Letter and the Engagement Letter (as defined in the Commitment Letter) without the prior written consent of the Joint Lead Arrangers. (b) Upon notice (a “Take-Out Notice”) by, and at the sole discretion of, the Joint Lead Arrangers, at any timetime and from time to time during the Marketing Period, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract PeriodBorrower will, subject to the following: terms and conditions set forth herein and in the first set of clauses (a) through (e) of Section 3 of the Fee Letter, issue and sell senior debt securities (which debt securities shall be non-convertible notes) on no more than one occasion (for all Loans and Senior PIK Loans combined) in an aggregate amount no less than $500,000,000 and, subject to Section 9.17(f), no greater than that required to refinance the then outstanding Loans and Senior PIK Loans in full (the “Take-Out Securities”), upon such terms and conditions as a condition to specified in the refinancing of ABR Loans with Eurodollar Loans Take-Out Notice and agreed by the Borrower if and to the continuation extent such issuance of, and the performance of Eurodollar Loans for an additional Interest Periodthe obligations of the Borrower under, no Event of Default such Take-Out Securities, is permitted under the Borrower’s and its subsidiaries’ debt and other agreements as in effect on the Closing Date (after giving effect to the Transactions); provided that the Borrower shall have occurred and be continuing at the time of such refinancing; (b) as a condition option, in its sole discretion but subject to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts consent of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (d) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated LoansJoint Lead Arrangers, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.to

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City Charlotte, North Carolina time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing, except as set forth in subsection (a) below) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at -------------------- any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City Charlotte, North Carolina time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing, except as set forth in subsection (a) below) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the --- ---- respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of -------- Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 l:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.2 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or $5,000,000 and any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Paying Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Paying Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) : as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) ; if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (d) ; the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$5,000,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereofprovided, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $10,000,000 in aggregate principal amount; (e) ; each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) ; the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) ; a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) ; and each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Each Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Article 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) made to such Borrower with a Borrowing of Loans of the other Type to such Borrower or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancingrefinancing (other than (x) a Financial Covenant Event of Default with respect to a Borrower Group other than the Borrower Group to which the Borrower that has borrowed the Loans proposed to be refinanced belongs or (y) a True-Up Event of Default with respect to a single test date or time with respect to a single Borrower Group other than the Borrower Group to which the Borrower that has borrowed the Loans proposed to be refinanced belongs); (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable DIP Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such DIP Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each DIP Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. a Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar LoansLoans made to such Borrower, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian any Borrower, as applicable, promptly give each DIP Lender notice of any refinancing, in whole or part, of any Loan made by such DIP Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;; and (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ prior irrevocable written notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.02 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) of any Class with a Borrowing of Loans of the other Type of such Class or (y) to continue an outstanding Borrowing of Eurodollar Loans of any Class for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders of the relevant Class in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender of the relevant Class shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) unless the Borrower makes the reimbursement payment provided for under Section 2.17(b), a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue Period for such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract PeriodBorrowing. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York 124 City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Borrowers shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableBorrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing, except as set forth in subsection (a) below) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Systemax shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$500,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $500,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Systemax shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableSystemax, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ prior irrevocable written notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.02 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) of any Class with a Borrowing of Loans of the other Type of such Class or (y) to continue an outstanding Borrowing of Eurodollar Loans of any Class for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders of the relevant Class in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender of the relevant Class shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) unless the Borrower makes the reimbursement payment provided for under Section 2.17(b), a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have -------------------- the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable 21 Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a1) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c2) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (d3) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (e4) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f5) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g6) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (h7) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable DIP Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the DIP Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each DIP Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each DIP Lender notice of any refinancing, in whole or part, of any Loan made by such DIP Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on -------------------- three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) : as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) ; if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (d) ; the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of Eurodollar -------- Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (e) ; each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) ; the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.2 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Borrowers shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableBorrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ prior irrevocable written notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.02 or Section 6.01 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) of any Class with a Borrowing of Loans of the other Type of such Class or (y) to continue an outstanding Borrowing of Eurodollar Loans of any Class for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders of the relevant Class in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, ; provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender of the relevant Class shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) unless the Borrower makes the reimbursement payment provided for under Section 2.17(b), a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (g) the Borrower shall not be entitled to refinance or continue an outstanding Term Borrowing of Eurodollar Term Loans of any Class for an additional Interest Period if it would result in more than ten Term Borrowings of Eurodollar Term Loans outstanding under such Class of Term Loans at any one time; and (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue Period for such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract PeriodBorrowing. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. Except as contemplated by Section 2.4, Loans shall be either ABR Loans or Eurodollar Loans as the Borrower may request subject to and in accordance with this Section; provided, that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Loans of the same Type. With respect to the conversion of any Term Loans, each Term Lender may convert any Term Loans with respect to any Eurodollar Loan or ABR Term Loan by causing any Lending Office of such Term Lender to convert such Term Loan; provided, that any such use of a Lending Office shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms hereof. Each Term Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a Lending Office which will not result in the payment of increased costs by the Borrower pursuant to Section 2.9. Subject to the other provisions of this Section, Borrowings of Loans of more than one Type may be incurred at the same time; provided, that no more than five (5) Borrowings of Eurodollar Loans may be outstanding at any time. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ Days prior irrevocable notice to the Applicable Agent (and Agent, substantially in the Administrative Agent if the Administrative Agent is not the Applicable Agent) form of Exhibit E hereto (which notice, to be effective, must be completed and received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, (i) no Default or Event of Default shall have occurred and be continuing at the time of such refinancing; refinancing or continuation and (bii) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancingrefinancing or continuation, all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects; (cb) if less than a full Borrowing of the Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$1,000,000; provided, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowingcontinuation of Eurodollar Loans, as the case may be;; and (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing, except as set forth in subsection (a) below) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata PRO RATA among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$2,500,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided PROVIDED that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $2,500,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, right at any time, on three (3) two Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City Boston time, on the third second Business Day preceding the date of any refinancing), (x) to x)to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to y)to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR no Borrowing or Loans with may be refinanced into, or continued as, Eurodollar Loans and to the continuation of Eurodollar Loans for at any time when an additional Interest Period, no Event of Default shall have has occurred and be continuing at the time of such refinancingis continuing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be is refinanced, such refinancing shall be made pro rata among the applicable Lenders Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced into or continued as Eurodollar Loans shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (kh) each request for a refinancing with a Borrowing no more than five Borrowings of Discount Rate Eurodollar Loans which fails to state an applicable Contract Period shall may be deemed to be a request for a Contract Period of one monthoutstanding at any time. In If the event that the U.S. Borrower or Canadian Borrower, as applicable, shall does not give notice to refinance any Borrowing of Eurodollar Loans, or does not give notice to continue such Borrowing as Eurodollar Loanscontinue, or shall does not be entitled have the right to refinance or continue such continue, any Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. (a) The Borrowers shall have the right, Borrower may at any time and from time to time, on three (3) Business Days’ prior irrevocable by written notice to the Applicable Agent (and Administrative Agent, request the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans establishment of one Type or more additional Classes of term loans under this Agreement or an increase to an existing Class of term loans under this Agreement (“Refinancing Term Loans”) or a portion thereof) with a Borrowing one or more series of Loans debt securities which may be in the form of the other Type first lien or junior lien secured notes or senior unsecured notes or loans (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following“Refinancing Notes”); provided that: (ai) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time proceeds of such refinancingRefinancing Term Loans and/or Refinancing Notes shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Loans; (bii) as a condition each Class of Refinancing Term Loans shall be in an aggregate amount of $100,000,000 or any whole multiple of $10,000,000 in excess thereof (or such other amount necessary to the refinancing repay any Class of Canadian Prime Rate outstanding Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancingin full); (ciii) if less than a full Borrowing of such Refinancing Term Loans and/or Refinancing Notes shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective an aggregate principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (d) amount not greater than the aggregate principal amount of Loans to be refinanced plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Term Loans shall not be earlier than the Maturity Date of the Loans being refinanced refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of each Class of Loans being refinanced; (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Term Loans and/or Refinancing Notes shall be at least as agreed between the Borrower and the Refinancing Term Lenders and/or Refinancing Note Holders so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Term Lenders and/or Refinancing Note Holders do not participate on a greater than pro rata basis in any such prepayments as compared to Lenders and (iB) the covenants and other terms applicable to such Refinancing Term Loans or Refinancing Notes (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Refinancing Term Loans and/or Refinancing Note Holders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Lenders and/or Refinancing Note Holders than those applicable to any Class of Loans then outstanding under this Agreement (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the latest Maturity Date then in effect with respect to Loans outstanding hereunder (before giving effect to the Refinancing Term Loans and/or Refinancing Notes) or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Refinancing Term Loans and/or Refinancing Notes; and (vii) the Refinancing Term Loans and/or Refinancing Notes shall rank pari passu in right of payment and security with the existing Loans being refinanced. (b) Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans and/or Refinancing Notes be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Dollar-denominated Refinancing Term Loans, US$1,000,000 or any integral multiple the identity of US$1,000,000 in excess thereof, or the Persons (ii) in the case each of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Refinancing Term Loans as if it were an assignee)) whom the case may beBorrower proposes would provide the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Lender”) or Refinancing Notes (each such Person, a “Refinancing Note Holder”) shall result make a Refinancing Term Loan to the Borrower, and/or purchase Refinancing Notes from the Borrower, in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant a principal amount equal to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such LenderPerson’s commitment therefor. (lc) Notwithstanding anything This Section 2.24 shall supersede any provisions in Section 2.15 or Section 10.05 to the contrary contained herein: (i) all contrary. The Refinancing Term Loans denominated in Dollars shall be repaid documented by an Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in Dollars; (ii) all Loans denominated the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in Canadian Dollars the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24. The Refinancing Notes shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans established pursuant to documentation which shall be consistent with the foregoingprovisions set forth in Section 2.24(a).

Refinancing of Loans. The Borrowers shall have the right, at any time, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.2 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Parent Borrower or Canadian a Subsidiary Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the -------------------- right, at any time, on three (3) Business Days’ ' prior irrevocable notice from the Parent, on behalf of the Borrowers, to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any --------- outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Index Rate Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Index Rate Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Parent shall not give notice any such notice, on behalf of the Borrowers, to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Index Rate Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian BorrowerParent, as applicableon behalf of the Borrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable DIP Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the DIP Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$1,000,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided PROVIDED that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each DIP Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each DIP Lender notice of any refinancing, in whole or part, of any Loan made by such DIP Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at -------------------- any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4.2 as a condition to ----------- such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall -------- result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Borrowers shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableBorrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be;; and (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, right at any time, on three (3) two Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City Boston time, on the third second Business Day preceding the date of any refinancing), (x) to x)to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to y)to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR no Borrowing or Loans with may be refinanced into, or continued as, Eurodollar Loans and to the continuation of Eurodollar Loans for at any time when an additional Interest Period, no Event of Default shall have has occurred and be continuing at the time of such refinancingis continuing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be is refinanced, such refinancing shall be made pro rata PRO RATA among the applicable Lenders Lenders, as applicable, in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced into or continued as Eurodollar Loans shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (kh) each request for a refinancing with a Borrowing no more than five Borrowings of Discount Rate Eurodollar Loans which fails to state an applicable Contract Period shall may be deemed to be a request for a Contract Period of one monthoutstanding at any time. In If the event that the U.S. Borrower or Canadian Borrower, as applicable, shall does not give notice to refinance any Borrowing of Eurodollar Loans, or does not give notice to continue such Borrowing as Eurodollar Loanscontinue, or shall does not be entitled have the right to refinance or continue such continue, any Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Each Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Article 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) made to such Borrower with a Borrowing of Loans of the other Type to such Borrower or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancingrefinancing (other than (x) a Financial Covenant Event of Default with respect to a Borrower Group other than the Borrower Group to which the Borrower that has borrowed the Loans proposed to be refinanced belongs or (y) a True-Up Event of Default with respect to a single test date or time with respect to a single Borrower Group other than the Borrower Group to which the Borrower that has borrowed the Loans proposed to be refinanced belongs); (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans of either Class shall be refinanced, such refinancing shall be made pro rata among the applicable DIP Lenders holding Loans of such Class in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such DIP Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each DIP Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. a Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar LoansLoans made to such Borrower, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Administrative Agent shall, after it receives notice from the U.S. Borrower or Canadian any Borrower, as applicable, promptly give each DIP Lender notice of any refinancing, in whole or part, of any Loan made by such DIP Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Paying Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Paying Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$5,000,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereofprovided, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $10,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Paying Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Default or Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable DIP Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the DIP Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$2,500,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided PROVIDED that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $2,500,000 in aggregate principal amount; (ed) each DIP Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each DIP Lender notice of any refinancing, in whole or part, of any Loan made by such DIP Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancingrefinancing or continuation; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinancedrefinanced or continued, such refinancing or continuation shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancingrefinancing or continuation; (dc) the aggregate principal amount of Loans being refinanced or continued shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$5,000,000, provided that no partial refinancing or continuation of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing or continuation by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinancedrefinanced or continued; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced or continued only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have the right, at -------------------- any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 $5,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, Borrowers shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicableBorrowers, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers shall have (a) During the rightperiod beginning on the Closing Date and continuing to the date that is 180 days after the Closing Date, the Borrower will not offer, sell, contract to sell or otherwise incur, any Indebtedness (whether secured or unsecured), the proceeds of which are used (directly or indirectly) to repay or refinance the Loans under this Agreement. (b) Upon notice (a "TAKE-OUT NOTICE") by, and at the sole discretion of, any three of the four Joint Lead Arrangers (the "REQUISITE LEAD ARRANGERS"), at any timetime and from time to time after the 180th day after the Closing Date and until the Initial Maturity Date shall have occurred, on three (3) Business Days’ prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m., New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract PeriodBorrower will, subject to the following: terms and conditions set forth below, issue and sell debt securities (awhich debt securities shall be non-convertible notes (unless otherwise agreed by the Borrower) and may be, at the option of the Requisite Lead Arrangers in consultation with the Borrower, any combination of senior or senior subordinated) on no more than two occasions in an aggregate amount not greater than that required to refinance the Loans in full (the "TAKE-OUT SECURITIES"), upon such terms and conditions as a condition to specified in the refinancing of ABR Loans with Eurodollar Loans Take-Out Notice and agreed by the Borrower if and to the continuation extent such issuance of, and the performance of Eurodollar Loans for an additional Interest Periodthe obligations of the Borrower under, no Event of Default shall have occurred such Take-Out Securities, is permitted under the Borrower and be continuing at its subsidiaries' debt and other agreements as in effect on the time of such refinancing; Closing Date (b) as a condition after giving effect to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to Transactions). In no event shall the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at overall yield on the time of such refinancing;Take-Out Securities exceed 11 1/4% per annum. (c) if less than a full Borrowing of Loans The Requisite Lead Arrangers in their reasonable discretion after consultation with the Borrower shall determine whether the Take-Out Securities shall be refinanced, such refinancing shall be made pro rata among issued through a public offering or a private placement. The Take-Out Securities will contain terms and covenants to substantially the applicable Lenders same effect as those in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders immediately prior to such refinancing;Intelsat Bermuda Non-Guaranteed Fixed Rate Notes due 2016. (d) The Borrower will, and will cause its subsidiaries to, participate in and cooperate in connection with, the aggregate principal amount issuance of Loans being refinanced shall be at least Take-Out Securities, as reasonably requested by the Requisite Lead Arrangers, including by (i) in the case of Dollar-denominated Loanspreparing an offering memorandum, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in using their commercially reasonable efforts to procure ratings for the case of Canadian DollarTake-denominated LoansOut Securities, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereofincluding, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may bewith- out limitation, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, in aggregate principal amount; (e) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (f) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration making appropriate officers of the current Interest Period applicable to such continuing BorrowingBorrower available at mutually agreeable times for meetings with rating agencies, as the case may be; (g) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto; (h) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans preparing materials related to, participating in, making management available at mutually agreeable times for, and completing one or Eurodollar Loans; and more "road shows", (iv) Loans denominated using all reasonable efforts to procure a customary auditor comfort letter that does not contain limits on liability and is otherwise issued on terms acceptable to the Requisite Lead Arrangers in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loanstheir sole discretion, and (v) entering into customary agreements on mutually agreeable terms. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans In no event shall be consistent such assistance interfere in any material way with the foregoingday-to-day operations of the Borrower or its subsidiaries.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$1,000,000, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided PROVIDED that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $3,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders Banks in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such Lenders the Banks immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof$1,000,000, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender Bank shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender Bank notice of any refinancing, in whole or part, of any Loan made by such LenderBank. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.

Refinancing of Loans. The Borrowers Borrower shall have the right, at any time, on three (3) Business Days’ ' prior irrevocable notice to the Applicable Agent (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) (which notice, to be effective, must be received by the Applicable Agent not later than 1:00 p.m.12:00 noon, New York City time, on the third Business Day preceding the date of any refinancing), (x) to refinance (without the satisfaction of the conditions set forth in Section 4 as a condition to such refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of Loans of the other Type or (y) to continue an outstanding Borrowing of Eurodollar Loans for an additional Interest Period or to continue an outstanding Borrowing of Discount Rate Loans for an additional Contract Period, subject to the following: (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans and to the continuation of Eurodollar Loans for an additional Interest Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (b) as a condition to the refinancing of Canadian Prime Rate Loans with Discount Rate Loans and to the continuation of Discount Rate Loans for an additional Contract Period, no Event of Default shall have occurred and be continuing at the time of such refinancing; (c) if less than a full Borrowing of Loans shall be refinanced, such refinancing shall be made pro rata among the applicable Lenders in accordance with the respective principal amounts of the Loans comprising such Borrowing held by such the Lenders immediately prior to such refinancing; (dc) the aggregate principal amount of Loans being refinanced shall be at least (i) in the case of Dollar-denominated Loans$1,000,000; provided, US$1,000,000 or any integral multiple of US$1,000,000 in excess thereof, or (ii) in the case of Canadian Dollar-denominated Loans, C$1,000,000 or any integral multiple of C$1,000,000 in excess thereof, provided that no partial refinancing of a Borrowing of Eurodollar Loans or Discount Rate Loans as the case may be, shall result in the Eurodollar Loans or Discount Rate Loans as the case may be, remaining outstanding pursuant to such Borrowing being less than US$1,000,000 or C$1,000,000, respectively, $5,000,000 in aggregate principal amount; (ed) each Lender shall effect each refinancing by applying the proceeds of its new Canadian Prime Rate Loan, Discount Rate Loan, Eurodollar Loan or ABR Loan, as the case may be, to its Loan being refinanced; (fe) the Interest Period with respect to a Borrowing of Eurodollar Loans effected by a refinancing or in respect to the Borrowing of Eurodollar Loans being continued as Eurodollar Loans shall commence on the date of refinancing or the expiration of the current Interest Period applicable to such continuing Borrowing, as the case may be; (gf) a Borrowing of Eurodollar Loans may be refinanced only on the last day of an Interest Period applicable thereto;; and (hg) each request for a refinancing with a Borrowing of Eurodollar Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month; (i) the Contract Period with respect to a Borrowing of Discount Rate Loans effected by a refinancing or in respect to the Borrowing of Discount Rate Loans being continued as Discount Rate Loans shall commence on the date of refinancing or the expiration of the current Contract Period applicable to such continuing Borrowing, as the case may be; (j) a Borrowing of Discount Rate Loans may be refinanced only on the last day of a Contract Period applicable thereto; and (k) each request for a refinancing with a Borrowing of Discount Rate Loans which fails to state an applicable Contract Period shall be deemed to be a request for a Contract Period of one month. In the event that the U.S. Borrower or Canadian Borrower, as applicable, shall not give notice to refinance any Borrowing of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of ABR Loans at the expiration of the then-current Interest Period. In the event that the Canadian Borrower shall not give notice to refinance any Borrowing of Discount Rate Loans, or to continue such Borrowing as Discount Rate Loans, or shall not be entitled to refinance or continue such Borrowing as Discount Rate Loans, in each case as provided above, such Borrowing shall automatically be refinanced with a Borrowing of Canadian Prime Rate Loans at the expiration of the then-current Contract Period. The Applicable Agent shall, after it receives notice from the U.S. Borrower or Canadian Borrower, as applicable, promptly give each Lender notice of any refinancing, in whole or part, of any Loan made by such Lender. (l) Notwithstanding anything to the contrary contained herein: (i) all Loans denominated in Dollars shall be repaid in Dollars; (ii) all Loans denominated in Canadian Dollars shall be repaid in Canadian Dollars; (iii) Loans denominated in Dollars may only be ABR Loans or Eurodollar Loans; and (iv) Loans denominated in Canadian Dollars may only be Canadian Prime Rate Loans or Discount Rate Loans. All Borrowings, refinancings, continuations and conversions, as applicable, of Loans shall be consistent with the foregoing.