Common use of Term Loan Conversion Clause in Contracts

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Borrower, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a BorrowerDate, such any Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerDate. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Date, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the such Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the any Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Eurocurrency Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a BorrowerDate, such any Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerDate. Concurrently with delivering any Request for Loans relating to Eurocurrency Term Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Date, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the such Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the any Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Term Rate Loans and from Eurocurrency Term Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Term Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Eurodollar Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Eurodollar Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Borrower, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Eurocurrency Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior Subject to the Revolving Maturity Date applicable to a Borrowerterms and conditions of this Agreement, such if any Extension Request of Borrower mayshall be denied, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), Borrower may then elect to convert any on June 15 immediately preceding the current Revolving Credit Termination Date the aggregate principal amount of Revolving Loans made then owing to each Lender and outstanding on the date of such conversion into a term loan owing to such Lender (each a "Term Loan") provided (a) Borrower that shall has given Agent not less than 15 days' prior notice of Borrower's intention to so convert the Revolving Loans and (b) the conditions set forth in Section 5.3. have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding satisfied as of the date of such conversion. Upon the effectiveness of the conversion of the outstanding principal balance of Revolving Loans into Term Loans as contemplated by this Section, Borrower shall have no right to borrow, and neither Swingline Lender nor any Lender shall have any obligation to make, any Swingline Loans or Revolving Loans, as applicable. (i) The Credit Agreement is amended by deleting the first sentence of Section 2.15. (a) thereof in its entirety and substituting in its place the following: Subject to the terms and conditions hereof, including without limitation, Section 2.16., if necessary to meet Borrower's funding deadline, Swingline Lender agrees to make Swingline Loans to Borrower, during the period from the Effective Date to but excluding the Swingline Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of the Swingline Commitment. (j) The Credit Agreement is amended by deleting the first sentence of Section 2.15.(c) thereof in its entirety and substituting in its place the following: Swingline Loans shall bear interest at a per annum rate equal to (i) the Base Rate as in effect from time to time minus (ii) 1.30%, or at such other rate or rates as Borrower and Swingline Lender may agree from time to time in writing. (k) The Credit Agreement is amended by deleting the second sentence of Section 2.15.(e) thereof in its entirety and substituting in its place the following: Notwithstanding the foregoing, Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Termination Date (or such earlier date as Swingline Lender and Borrower may agree in writing). (l) The Credit Agreement is amended by deleting subsections (a) through (c) of Section 3.1. thereof in their entirety and substituting in their place the following: (a) During the period from the Effective Date to but excluding the Revolving Credit Termination Date, Borrower agrees to pay Agent for the account of Lenders an unused facility fee equal to the portion of the daily amount by which the aggregate amount of the Commitments exceeds the aggregate outstanding principal balance of Revolving Loans set forth in the table below multiplied by the corresponding per annum rate applicable to that portion: Portion of Amount by Which Commitments Exceeds Revolving Loans Unused Fee ------------------------------------------ ---------- $0 to and including an amount equal to 0.125% 50% of the aggregate amount of the Commitments Greater than an amount equal to 50% of 0.20% the aggregate amount of the Commitments Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term Loans of this Agreement and on the Revolving Credit Termination Date. Borrower acknowledges that the commitment fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes. (b) If, pursuant to Section 2.10., Lenders grant an extension of the Revolving Credit Termination Date, Borrower agrees to pay to Agent for the account of each Lender consenting to such extension an extension fee equal to two-tenths of one percent (0.20%) of such Lender's Commitment at such time. Such fee shall be payable on the date on which Lenders grant such extension. (c) If, pursuant to Section 2.11., the “outstanding balance of Revolving Loans is converted into Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject Borrower agrees to pay to Agent for the satisfaction account of each Lender a conversion fee equal to one-quarter of one percent (0.25%) per annum of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as balance of the Term Extension Effective Date (in sufficient copies for Loans outstanding on each appropriate Lender) signed by a Responsible Officer date such fee is payable. Such fee shall be payable on the first anniversary date of such Borrower certifying that no Default applicable to conversion and shall be paid within 5 Business Days of such Borrower exists, anniversary date. (m) The Credit Agreement is amended by deleting Section 7.7. (a) thereof in its entirety and (C) as of substituting in its place the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.following:

Term Loan Conversion. Not later than seven Business Days prior (a) Subject to the Revolving Maturity Date applicable to a Borrowerterms and conditions of this Agreement, such if any Extension Request (as defined in Section 9) shall be denied, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), may elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as the aggregate unpaid principal amount of the date of conversion into term Committed Loans payable (other than the Swing Loans) outstanding on the date Revolving Credit Termination Date (if the “Term Maturity conversion election is chosen, the "Conversion Date”") selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable into a term loan owing to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction each of the conditions precedent contained in this Section 2.13(cLenders (each a "Term Loan"), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective so long as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaidthe Borrower has given the Agent at least fifteen (15) days prior written notice of the Borrower's intention to so convert the Loans, (ii) in no amounts remain unpaid under the case of loans denominated in US DollarsSwing Loan Note, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear the conditions to make a Loan set forth in Section 3 are satisfied as of the Conversion Date. After the Conversion Date, the Borrower shall have no further right to receive, and no Lender shall have the obligation to make, any advances of Loans. (b) The Borrower shall repay the principal balance of each Term Loan in quarterly installments due on September 30 first following the Conversion Date, and continuing on the last day of each subsequent December, March, June and September until the Termination Date. The amount of each quarterly principal installment shall be equal to the following amount during the corresponding period: PERIOD PAYMENT AMOUNT ------ -------------- During the first year after Quarterly amount each equal to six and one-half the Conversion Date percent (6-1/2%) of the unpaid principal balance of the applicable Term Loan on the Conversion Date During the second year after Quarterly amount each equal to thirteen the Conversion Date (13%) of the unpaid principal balance of the applicable Term Loan on the Conversion Date Accrued and unpaid interest on the outstanding unpaid principal amount thereof in accordance balance of the Term Loans shall continue to be due and payable on the Interest Payment Dates. The entire unpaid principal balance, and all accrued and unpaid interest thereon, of the Term Loans, together with Section 2.7 all other amounts due under this Agreement, shall be due and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Termination Date.

Term Loan Conversion. Not later The Borrower may, by written notice to the Administrative Agent given not fewer than seven 5 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, elect (such Borrower mayelection, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders“Term Loan Election”), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding effective as of the date of conversion into term Loans payable on the date Commitment Termination Date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Loan Conversion Date”), and, to convert all or a ratable portion of the Revolving Loans outstanding on and after the Term Extension Effective Date, Loan Conversion Date into Term Loans which the Loans made to such Borrower shall be term Loans repay in full ratably to the Lenders on the first anniversary of the Commitment Termination Date; provided that (i) the Term Loan Election may not be reborrowed once repaid, exercised unless the conditions set forth in ‎Section 3.03 are satisfied on the date of notice of the Term Loan Election and on the Term Loan Conversion Date. The conversion notice delivered by the Borrower shall specify: (iix) the Type of the Term Loan Borrowing effective on the Term Loan Conversion Date and (y) in the case of loans denominated in US Dollarsa Eurodollar Rate Borrowing, may the initial Interest Period to be converted from Base Rate applicable thereto. In the event that less than all of the Revolving Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest outstanding on the Commitment Termination Date are converted into Term Loans pursuant to this ‎Section 2.21, any outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable Revolving Loans not so converted shall be repaid in full on the Term Maturity Date applicable to such BorrowerCommitment Termination Date. The Administrative Agent aggregate Commitment will terminate on the Commitment Termination Date and all commitment fees pursuant to ‎Section 2.08(a) shall cease to accrue on the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Commitment Termination Date. As conditions precedent All Revolving Loans converted into Term Loans pursuant to such extension, (A) the Applicable Borrower this ‎Section 2.21 shall pay continue to the Administrative Agent constitute Loans following the Term Loan Conversion Fee, (B) Date except that the applicable Borrower shall deliver may not thereafter reborrow pursuant to the Administrative Agent a certificate ‎Section 2.01 after all or any portion of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, prepaid pursuant to ‎Section 2.13 on or after the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Commitment Termination Date.

Term Loan Conversion. Not later than seven Business Days prior (a) Subject to the Revolving Maturity Date applicable to a Borrowerterms and conditions of this Agreement, such if any Extension Request (as defined in Section 9) shall be denied, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), may elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as the aggregate unpaid principal amount of the date of conversion into term Loans payable (other than the Swing Loans) outstanding on the date (if the “Term Maturity conversion election is chosen, the "Conversion Date”") selected by the Borrower, but in no event later than one (1) year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice prior to the Administrative Agent that it elects then existing Revolving Credit Termination Date into a term loan owing to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction each of the conditions precedent contained in this Section 2.13(cLenders (each a "Term Loan"), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective so long as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaidthe Borrower has given the Agent at least fifteen (15) days prior written notice of the Borrower's intention to so convert the Loans, (ii) in no amounts remain unpaid under the case of loans denominated in US DollarsSwing Loan Note, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear the conditions to make a Loan set forth in Section 3 are satisfied as of the Conversion Date. After the Conversion Date, the Borrower shall have no further right to receive, and no Lender shall have the obligation to make, any advances of Loans. (b) The Borrower shall repay the principal balance of each Term Loan in quarterly installments due on November 13 first following the Conversion Date, and continuing on the thirteenth (13th) day of each subsequent February, May, August and November until the Termination Date. The amount of each quarterly principal installment shall be equal to the following amount during the corresponding period: PERIOD PAYMENT AMOUNT ------ -------------- During the first year after Quarterly amount necessary to the Conversion Date amortize the unpaid principal balance of the Term Loan on the Conversion Date over a seven (7) year period During the second year after Quarterly amount necessary to the Conversion Date amortize the unpaid principal balance of the Term Loan on the Conversion Date over a five (5) year period During the third year after Quarterly amount necessary to the Conversion Date amortize the unpaid principal balance of the Term Loan on the Conversion Date over a three (3) year period. Accrued and unpaid interest on the outstanding unpaid principal amount thereof in accordance balance of the Term Loans shall continue to be due and payable on the Interest Payment Dates. The entire unpaid principal balance, and all accrued and unpaid interest thereon, of the Term Loans, together with Section 2.7 all other amounts due under this Agreement, shall be due and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Termination Date.

Term Loan Conversion. (a) Not later less than seven Business Days five days and not more than thirty days prior to the Revolver Termination Date, and subject to the conditions set forth in Section 4.03, each Borrower may elect to convert all or a portion of its respective Revolving Maturity Borrowings outstanding as of the Revolver Termination Date applicable into Term Borrowings (the “Term Loan Conversion”) by delivery of a written notice to that effect to the Administrative Agent, who shall forward a Borrowercopy of such notice to each of the Lenders. If such notice is given, such each Lender severally agrees, on the terms and conditions hereinafter set forth, that each of its outstanding Revolving Loans that are part of the Borrowings subject to the election to convert will be converted into a term loan (each, a “Term Loan” and collectively, the “Term Loans”) having the same terms as the converted loan on the Revolver Termination Date. Any amount of any Lender’s Term Loans repaid may not be reborrowed, and the Term Loans so elected shall commence on the Revolver Termination Date and shall be payable on the Termination Date. (b) In order to elect the Term Loan Conversion, and in addition to the notice set forth in Section 2.19(a) above, the Borrower may, upon notice electing the Term Loan Conversion shall hand deliver or telecopy to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that request (i) may in the case of a Term Borrowing consisting of a Eurodollar Borrowing, not be reborrowed once repaidlater than 11:00 a.m., New York City time, three Business Days before the Revolver Termination Date, (ii) in the case of loans denominated in US Dollars, may be converted from a Term Borrowing consisting of a Base Rate Loans Borrowing, not later than 12:00 noon, New York City time, on the day of the Revolver Termination Date, which request shall be irrevocable and shall in each case specify (x) whether the Term Borrowing then being requested is to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to consist of a Eurodollar Borrowing or a Base Rate Loans and, in Borrowing; (y) the case date of Loans denominated in Canadian Dollars, may such Borrowing (which shall be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, the Revolver Termination Date) and the amount thereof (iii) bear interest which shall be the amount of Revolving Borrowings of such Borrower outstanding on the outstanding principal amount thereof in accordance with Section 2.7 Revolver Termination Date); and (ivz) are payable if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in full on any such notice, then the Term Maturity Date applicable requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such Borrowernotice, then such Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the applicable Borrower shall promptly confirm advise the Lenders of any notice given pursuant to the appropriate Lenders such extension this Section 2.19 and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as each Lender’s portion of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Daterequested Borrowing.

Term Loan Conversion. Not later than seven (a) The Revolving Credit Advances of each Lender to each Borrower outstanding at the close of business (New York City time) on the Commitment Termination Date shall, at the option of such Borrower, subject to clause (b) below and to Section 3.03, be converted on such date (the “Term Loan Conversion Date”) into a term loan (each, a “Term Loan”) to such Borrower in a principal amount equal to the aggregate outstanding principal amount of such Revolving Credit Advances at such time (such conversion, the “Term Loan Conversion”). (b) Each Borrower shall give the Administrative Agent irrevocable notice if such Borrower intends to convert its Revolving Credit Advances to Term Loans pursuant to this Section 2.19 (which notice must be received by the Administrative Agent prior to 10:00 A.M., (New York City time) (i) three Business Days prior to the Commitment Termination Date, if all or any part of the Term Loans to such Borrowers are to be initially Eurodollar Rate Advances or (ii) otherwise, on the Commitment Termination Date. Such notice shall specify (i) whether the resulting Term Loans are to be initially Eurodollar Rate Advances, Base Rate Advances or a combination thereof and (ii) if the Term Loans are to be entirely or partly Eurodollar Rate Advances, the respective lengths of the initial Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. (c) On the Term Loan Conversion Date, each Lender shall xxxx any Revolving Maturity Date applicable Credit Note held by it “cancelled” and deliver the same to a the Administrative Agent, which shall forward the same to the relevant Borrower, . Upon the prior written request of any Lender delivered by such Borrower may, upon notice Lender to the Administrative Agent (which and the Borrowers, each of the Borrowers shall promptly notify the appropriate Lenders), elect to convert any Loans made execute and deliver to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Lender a Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice Note to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loansorder of such Lender, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent dated the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (and in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable an amount equal to such Borrower exists, and (C) as of the Lender’s Term Extension Effective Date, any outstanding Money Market Loans made Loan to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective DateBorrower.

Term Loan Conversion. (a) Not later less than seven Business Days five days and not more than thirty days prior to the Revolver Termination Date, and subject to the conditions set forth in Section 4.03, each Borrower may elect to convert all or a portion of its respective Revolving Maturity Borrowings outstanding as of the Revolver Termination Date applicable into Term Borrowings (the “Term Loan Conversion”) by delivery of a written notice to that effect to the Administrative Agent, who shall forward a Borrowercopy of such notice to each of the Lenders. If such notice is given, such each Lender severally agrees, on the terms and conditions hereinafter set forth, that each of its outstanding Revolving Loans that are part of the Borrowings subject to the election to convert will be converted into a term loan (each, a “Term Loan” and collectively, the “Term Loans”) having the same terms as the converted loan on the Revolver Termination Date. Any amount of any Lender’s Term Loans repaid may not be reborrowed, and the Term Loans so elected shall commence on the Revolver Termination Date and shall be payable on the Termination Date. (b) In order to elect the Term Loan Conversion, and in addition to the notice set forth in Section 2.19(a) above, the Borrower may, upon notice electing the Term Loan Conversion shall hand deliver or telecopy to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that request (i) may in the case of a Term Borrowing consisting of a Eurodollar Borrowing, not be reborrowed once repaidlater than 11:00 a.m., New York City time, three Business Days before the Revolver Termination Date, (ii) in the case of loans denominated in US Dollars, may be converted from a Term Borrowing consisting of a Base Rate Loans Borrowing, not later than 12:00 noon, New York City time, on the day of the Revolver Termination Date, which request shall be irrevocable and shall in each case specify (x) whether the Term Borrowing then being requested is to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to consist of a Eurodollar Borrowing or a Base Rate Loans and, in Borrowing; (y) the case date of Loans denominated in Canadian Dollars, may such Borrowing (which shall be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, the Revolver Termination Date) and the amount thereof (iii) bear interest which shall be the amount of Revolving Borrowings of such Borrower outstanding on the outstanding principal amount thereof Revolver Termination Date); and (z) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then such Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.19 and of each Lender’s portion of the requested Borrowing. (c) To the extent Weyerhaeuser shall have failed to elect to convert all or a portion of its Revolving Borrowings in accordance with Section 2.7 and (iv2.19(a) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extensionabove, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion FeeWeyerhaeuser shall, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day later than three days prior to the Term Extension Effective Revolver Termination Date, cause to be terminated and/or cause to be replaced any and all Letters of Credit then outstanding under this Agreement in a manner reasonably satisfactory to the applicable Fronting Banks.

Term Loan Conversion. Not later (a) The Borrower shall request the Term Loans by delivering to the Administrative Agent a written notice in the form of Exhibit A-2 (the “Notice of Term Conversion”), which shall specify: (i) each of the Construction Loan Tranches to be Term Converted (or deemed Term Converted in the case of an Operating Project); (ii) the aggregate principal amount of the requested Term Loans (calculated in accordance with paragraphs (b) and (c) below); (iii) the proposed Term Conversion Date, which shall be a Business Day; and (iv) the initial Interest Period(s) applicable thereto. The Borrower shall give the Notice of Term Conversion to the Administrative Agent by noon New York time at least seven (7) Business Days before the proposed Term Conversion Date. The Borrower may not provide a Notice of Term Conversion more than seven once in each fiscal quarter (for the avoidance of doubt, the Borrower may Term Convert more than one Construction Loan Tranche pursuant to each Notice of Term Conversion). Notwithstanding the foregoing, the Borrower may submit a Notice of Term Conversion for a Project (i) at any time to the extent necessary to achieve the Term Conversion Date for such Project prior to its Date Certain or (ii) if such Project is an Operating Project, at any time the Borrower is permitted to request a Borrowing of Construction Loans pursuant to Section 2.2(a). The Borrower may retract a previously provided Notice of Term Conversion at any time, but in no event less than three (3) Business Days prior to the Revolving Maturity proposed Term Conversion Date, and resubmit at a later date a new Notice of Term Conversion in accordance with this Section 2.4(a) as long as the giving or retraction of the Notice of Term Conversion by the Borrower is in good faith and the Borrower has exercised commercially reasonable efforts to achieve the applicable Term Conversion Date. (b) On each Term Conversion Date, the Administrative Agent shall determine (i) for any Project that is not an Operating Project, the aggregate principal amount of the Construction Loans that are outstanding with respect to the applicable Construction Loan Tranche as of such Term Conversion Date before giving effect to the prepayment of the applicable Construction Loans in accordance with Section 2.4(c) and (ii) the maximum principal amount of Term Loans that allows the Borrower to a Borrower, such Borrower may, upon notice satisfy the TCD Sizing Criteria for the applicable Project in accordance with the Term Conversion Date Base Case Model delivered to Administrative Agent pursuant to Section 3.5(i). Such maximum principal amount of Term Loans shall be determined by the Administrative Agent (acting at the direction of, or with the consent of, the Required Lenders, which shall promptly notify direction or consent will not be unreasonably withheld, conditioned or delayed) using the appropriate Lendersapplicable Term Conversion Date Base Case Model. (c) If the amount set forth in clause (ii) of Section 2.4(b) is less than the amount set forth in clause (i) of Section 2.4(b) for a Project (such deficiency amount, a “Term Loan Resizing Prepayment Amount”), elect the Borrower shall prepay on the applicable Term Conversion Date the Construction Loans with respect to convert any Loans made the applicable Construction Loan Tranche in an amount equal to the Term Loan Resizing Prepayment Amount for such Borrower that shall Project. (d) If the conditions to Term Conversion set forth herein have been borrowed met, including the conditions precedent set forth in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date 3.5 (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans or waived in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(cterms hereof), and if the Maturity Date applicable to such Borrower shall automatically be extended to has not retracted the Notice of Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”)Conversion, andthen, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Conversion Date applicable to such Borrower. The Administrative Agent specified in the Notice of Term Conversion for a Project that is not an Operating Project, the Construction Loans being Term Converted shall be deemed repaid and the applicable Borrower Lenders shall promptly confirm be deemed to have made Term Loans to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extensionBorrower, (A) the Applicable Borrower shall pay in each case in an amount equal to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as amount of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Construction Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Datedeemed paid off.

Term Loan Conversion. Not later (a) The Borrower shall request the Term Loans by delivering to the Administrative Agent an irrevocable written notice substantially in the form of Exhibit A-3 (the “Notice of Term Conversion”), which shall include: (i) the aggregate principal amount of the requested Term Loans, calculated in accordance with paragraph (b) below, (ii) the proposed Term Conversion Date, which shall be a Business Day, and (iii) the initial Interest Period(s) applicable thereto. The Borrower shall give the Notice of Term Conversion to the Administrative Agent by 11:00 a.m., New York time, at least ten (10) Business Days before the proposed Term Conversion Date; provided, however, that the Borrower may not provide a Notice of Term Conversion more than seven thirty (30) Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice proposed Term Conversion Date. (b) The Term Loan Commitment available to the Administrative Agent (which Borrower on the Term Conversion Date shall promptly notify be the appropriate Lenders), elect to convert any sum of the aggregate principal amount of the Construction Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date Term Conversion Date plus the amount of conversion into term Loans payable on the date (the “Term Maturity Date”) selected any outstanding and undrawn Letters of Credit elected by the Borrower, but Borrower to be converted to Term Loans. (c) If the conditions set forth in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans Section 4.4 have been met (or waived in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(cterms hereof), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”)then, and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Conversion Date applicable to such Borrower. The Administrative Agent specified in the Notice of Term Conversion, all Construction Loans and Letters of Credit being Term Converted shall be deemed repaid or cancelled, as applicable, and the applicable Borrower Lenders shall promptly confirm be deemed to have made Term Loans to the appropriate Lenders such extension Borrower, in each case in an amount equal to the amount of the Construction Loans deemed paid off and the Term Extension Effective Date. As conditions precedent to such extensionLetters of Credit deemed cancelled, (A) the Applicable Borrower shall pay pro rata according to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective DateLenders’ Commitments.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Term SOFR Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later (a) The Borrower shall request the Term Loans by delivering to the Administrative Agent a written notice in the form of Exhibit A-2 (the “Notice of Term Conversion”), which shall include: (i) the aggregate principal amount of the requested Term Loans (calculated in accordance with paragraphs (b) and (c) below); (ii) the proposed Term Conversion Date, which shall be a Business Day; and (iii) the initial Interest Period(s) applicable thereto. The Borrower shall give the Notice of Term Conversion to the Administrative Agent by 10:00 A.M. New York time at least seven (7) Business Days before the proposed Term Conversion Date; provided, however, that the Borrower may not provide a Notice of Term Conversion more than seven thirty (30) Business Days prior to the Revolving Maturity Date applicable proposed Term Conversion Date. The Borrower may not, at any one time, deliver more than one Notice of Term Conversion with respect to Construction Loans; provided, however that the Borrower may retract a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert previously provided Notice of Term Conversion at any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the Borrowertime, but in no event less than three (3) Business Days prior to the proposed Term Conversion Date, and resubmit at a later than one year from date a new Notice of Term Conversion in accordance with this Section 2.4(a) as long as the Revolving Maturity giving or retraction of the Notice of Term Conversion by the Borrower is in good faith and the Borrower has exercised commercially reasonable efforts to achieve the Term Conversion Date. (b) On the Term Conversion Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent shall determine (i) the aggregate principal amount of the Construction Loans that it elects are outstanding as of the Term Conversion Date before giving effect to convert the Loans into term prepayment of the Construction Loans in accordance with Section 2.4(c) and (ii) the preceding sentencemaximum principal amount of Term Loans that allows the Borrower to maintain the Minimum Debt Service Coverage Ratios in accordance with the Term Conversion Date Base Case Model delivered to Administrative Agent pursuant to Section 3.4(m). Such maximum principal amount of Term Loans shall be determined by the Administrative Agent (acting at the direction of, or with the consent of, the Required Lenders, which direction or consent will not be unreasonably withheld, conditioned or delayed) using the Term Conversion Date Base Case Model updated to reflect the final capacity of the Project, the date that COD occurred and any other technical information that is known or becomes known and that is relevant for, and has a material impact on, the operation of the Project, as reasonably requested by the Required Lenders. (c) If a the amount set forth in clause (ii) of Section 2.4(b) is less than the amount set forth in clause (i) of Section 2.4(b) (such deficiency amount, the “Term Loan Resizing Prepayment Amount”), the Borrower so elects to convert shall prepay on the Term Conversion Date the Construction Loans made to it to term Loans, subject in an amount equal to the satisfaction of Term Loan Resizing Prepayment Amount. (d) If the conditions to Term Conversion set forth herein have been met, including the conditions precedent contained set forth in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect 3.4 (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof waived in accordance with Section 2.7 the terms hereof), and (iv) are payable in full if the Borrower has not retracted the Notice of Term Conversion, then, on the Term Maturity Conversion Date applicable to such Borrower. The Administrative Agent specified in the Notice of Term Conversion, all Construction Loans being Term Converted shall be deemed repaid and the applicable Borrower Construction Lenders shall promptly confirm be deemed to have made Term Loans to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extensionBorrower, (A) the Applicable Borrower shall pay in each case in an amount equal to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as amount of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Construction Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Datedeemed paid off.