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.

Conversion of Eurodollar Rate Loans. If any Lender gives notice to the ​Borrower (with a copy to the [[Administrative Agent:Organization]])Agent) that the circumstances specified in Sections[Section 3.2,03, 3.304 or 3.4 hereof05]5]5] that gave rise to the conversion of such Lender’s EurodollarEurocurrency 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 EurodollarEurocurrency 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 EurodollarEurocurrency Rate Loans,Loans denominated in Dollars, to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding EurodollarEurocurrency 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 Pro Rata Shares. 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).

Conversion of Eurodollar Rate Loans. If any Lender gives notice to the ​Company (with a copy to the [[Administrative Agent:Organization]])Agent) that the circumstances specified in Sectionsany of [Sections 3.2,02 through 3.3 or 3.4 hereof04] that gave rise to the conversion of such Lender’s EurodollarEurocurrency 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 EurodollarEurocurrency 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 EurodollarEurocurrency 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 EurodollarEurocurrency 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. Commitments.

Conversion of Eurodollar Rate Loans. If any Lender gives notice to the ​Borrower (with a copy to the [[Administrative Agent:Organization]])Agent) that the circumstances specified in Sections[Section 3.2,02, 3.303 or 3.404]4]4] hereof that gave rise to the conversion of any of such Lender’s EurodollarEurocurrency 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 EurodollarEurocurrency 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 EurodollarEurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders ofholding Eurocurrency Rate Loans under such Class holding Eurodollar Rate LoansFacility 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. Commitments for the applicable Facility.

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 (whichmay be continued as such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time whenthe 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 Loans made by other Lenders are outstanding,Loan may be continued as such Lender’s Base Rate Loanswhen any Default has occurred and is continuing, but shall be automatically converted,Converted to a Base Rate Loan on the first day(s)last day of the next succeedingfirst Interest Period(s) for such outstanding Eurodollar Rate Loans, toPeriod that ends during the extent necessary so that, after giving effect thereto, all Loanscontinuance of a given Class held byany Default of which the Lendersofficers 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.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 Loans. If any Lender givesLoan 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 ​ (withdate of such proposed Conversion; # in the event of any Conversion of all or any portion of a copyEurodollar Rate Loan into a Base Rate Loan prior to the last day of the Interest Period relating to that Eurodollar Rate Loan, the [[Administrative Agent:Organization A:Organization]]) that shall indemnify the circumstances specified[[Organization B:Organization]] in Sections 3.2, 3.3 or 3.4 hereof that gave rise to the conversionrespect 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)Conversion in accordance with their respective Pro Rata Shares.[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]].

ConversionIf the obligation of Eurodollarany Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loans. If anyLoan (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 to the ​ (with a copy to the [[Administrative Agent:Organization]])as provided below that the circumstances specified in Sections[Sections 3.2,01 through 3.3 or 3.404] hereof that gave rise to such conversion no longer exist: # to the conversion ofextent that such Lender’s EurodollarEurocurrency Rate Loans no longer exist (which such Lender agreeshave been so converted, all payments and prepayments of principal that would otherwise be applied 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 BaseEurocurrency Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollarapplied instead to its Base Rate Loans, to the extent necessary so that, after giving effect thereto,Loans; and # all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans andthat would otherwise be made or continued from one Interest Period to another 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.as

ConversionUpon 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 Loans. If any Lender gives noticeLoan 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 the ​ (with a copy to the [[Administrative Agent:Organization]]) that the circumstances specified in Sections 3.2, 3.3make, Continue or 3.4 hereof that gave rise to the conversion of such Lender’sConvert 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. suspended.

Conversion of EurodollarSECTION # Base Rate Loans.Loans Substituted for Affected Euro-Dollar Rate. If # the obligation of any Lender givesto 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 ​ (with a copyAdministrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the [[Administrative Agent:Organization]])Company that the circumstances specified in Sections 3.2, 3.3 or 3.4 hereof that gavegiving rise to the conversion of such Lender’s Eurodollar Rate Loanssuspension or demand for compensation no longer exist (whichexist, all Loans to such Borrower which would otherwise be made by such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rateas (or continued as or converted into) Euro-Dollar Loans made by other Lenders are outstanding, such Lender’sshall instead be Base Rate Loans (on which interest and principal shall be automatically converted,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(s)day of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans,Period applicable to the extent necessary so that, after giving effect thereto, allrelated Euro-Dollar 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. other Lenders.

ConversionEurocurrency 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 Eurodollarthe then current Interest Period(s) for such Eurocurrency Rate Loans. If anyLoans (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 to the ​ (with a copy to the [[Administrative Agent:Organization]])as provided below that the circumstances specified in Sections[Section 3.2,03, 3.304 or 3.405]5]5] hereof that gave rise to thesuch 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. exist: