Conversion of Eurodollar Rate Loans. If any Lender gives notice to the ​ (with a copy to the [[Administrative Agent:Organization]]) that the circumstances specified in Sections 3.2, 3.3 or 3.4 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.

If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in [Section 3.03, 3.04 or 3.05]5]5] that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans denominated in Dollars pursuant to this [Section 3.07] no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans denominated in Dollars made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans denominated in Dollars, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans denominated in Dollars and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments (or, in respect of any Revolving Facility, on a ratable basis in accordance with the percentage obtained, as to each Lender, by dividing # the amount of the Revolving Credit Loans of such Lender outstanding under such Facility by # the aggregate Revolving Credit Loans outstanding under such Facility).

If any Lender gives notice to the Company (with a copy to the Administrative Agent) that the circumstances specified in any of [Sections 3.02 through 3.04] that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.07 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by ​ are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the ​ holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in [Section 3.02, 3.03 or 3.04]4]4] hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to [Section 3.02, 3.03 or 3.06(b)])])] no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Eurodollar Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the [[Organization A:Organization]] with the notice provisions contained in Section 2.06(a); provided that no Eurodollar Rate Loan may be continued as such when any Default has occurred and is continuing, but shall be automatically Converted to a Base Rate Loan on the last day of the first Interest Period that ends during the continuance of any Default of which the officers of the [[Organization B:Organization]] active upon the [[Organization A:Organization]]’s account have actual knowledge.

The [[Organization A:Organization]] may, subject to Section 3.04 and Section 3.05, elect from time to time to Convert all or any portion of the Loan to a Loan of another Type; provided that # with respect to any such Conversion of all or any portion of any Eurodollar Rate Loan to a Base Rate Loan, the [[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 am (New York time) at least one (1) Business Day prior to the date of such proposed Conversion; # in the event of any Conversion of all or any portion of a Eurodollar Rate Loan into a Base Rate Loan prior to the last day of the Interest Period relating to that Eurodollar Rate Loan, the [[Organization A:Organization]] shall indemnify the [[Organization B:Organization]] in respect of such Conversion in accordance with [Section 3.08]; # with respect to any such Conversion of all or any portion of a Base Rate Loan to a Eurodollar Rate Loan, the [[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 am (New York time) at least three (3) Business Days prior to the date of such election; and # no Loan may be Converted into a Eurodollar Rate Loan when any Default has occurred and is continuing. On the date on which such Conversion is being made, [[Organization B:Organization]] may take such action, if any, as it deems desirable to transfer the Loan to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of Loans of any Type may be Converted as specified herein; provided that partial Conversions shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000. Each Interest Rate Notice relating to the Conversion of all or any portion of any Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by [[Organization A:Organization]].

If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan (or to convert Base Rate Loans into Eurocurrency Rate Loans) shall be suspended pursuant to [Section 3.07(b)] hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (in the Dollar Equivalent thereof) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in [Sections 3.01 through 3.04] hereof that gave rise to such conversion no longer exist: # to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and # all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as

Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the [[Organization A:Organization]] at the request of the Majority Lenders, # each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and # the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.

SECTION # Base Rate Loans Substituted for Affected Euro-Dollar Rate. If # the obligation of any Lender to make, or convert outstanding Loans to, Euro-Dollar Loans to any Borrower has been suspended pursuant to [Section 8.02] or # any Lender has demanded compensation under [Section 8.03 or 8.04]4] with respect to its Euro- Dollar Loans and the relevant Borrower shall, by at least five Euro-Dollar Business Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans to such Borrower which would otherwise be made by such Lender as (or continued as or converted into) Euro-Dollar Loans shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Lenders). If such Lender notifies the Company that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders.

Eurocurrency Rate Loans denominated in Dollars shall be suspended pursuant to [Section 3.07(c)], such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by [Section 3.03], on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in [Section 3.03, 3.04 or 3.05]5]5] hereof that gave rise to such conversion no longer exist: