Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. (New York City time) on a Business Day, each Borrower may from time to time irrevocably elect on not less than one Business Day’s notice, in the case of Base Rate Loans, and not less than three Business Days’ notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject to Sections 4.1 and 4.2) continue as a Eurodollar Rate Loan with an Interest Period of the same duration as the Interest Period then expiring); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. 11:00 a.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect on not less than one (1) nor more than five (5) Business Day’s Days’ notice, in the case of Base Rate Loans, and not less than three (3) Business Days (but not more than five (5) Business Days’ ’) notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); provided, however, that that; (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, ; (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, ; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one (1) month prior to the Stated Maturity Date, ; and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. (New York City 9:00 a.m., San Francisco time) , on a Business Day, each the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect elect, (i) on not less than one three nor more than five Business Day’s Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and and (ii) on not less than three one nor more than five Business Days’ ' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 5,000,000 and an integral multiple of $100,000 1,000,000, of any Committed Loans be, in the case of Base Rate Committed Loans, converted into Eurodollar Rate Committed Loans or beor, in the case of Eurodollar Rate Committed Loans, converted into a Base Rate Loans Committed Loan or continued as a Eurodollar Rate Loans Committed Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Committed Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Committed Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringCommitted Loan); providedPROVIDED, howeverHOWEVER, that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Committed Loans of all Lenders, and (by) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Committed Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. 11:00 a.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect on not less than one (1) nor more than five (5) Business Day’s Days’ notice, in the case of Base Rate Loans, and not less than three (3) Business Days (but not more than five (5) Business Days’ ’) notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Rate Loan with an Interest Period of the same duration as the Interest Period then expiringone (1) month); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, and (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 2:00 p.m. (New York City time) 11:00 a.m. on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), each any Borrower may from time to time irrevocably elect elect: (a) on not less than one Business Day’s notice, in the case of Base Rate Loans, and not less than three Business Days’ notice, the conversion of any Base Rate Loan into one or more Eurocurrency Loans denominated in Dollars or the case continuation of Eurodollar Rate Loansany Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (b) on not less than five Business Days’ notice, the continuation of any Eurocurrency Loan denominated in an Alternate Currency as a Eurocurrency Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $1,000,000 and in an integral multiple amount of $100,000 be1,000,000; and provided, in the case of Base Rate Loansfurther, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice) with respect to any Eurodollar Rate Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any Eurocurrency Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Eurocurrency Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with (and any such Eurocurrency Loan denominated in an Interest Period of the same duration as the Interest Period then expiringAlternate Currency shall be redenominated in Dollars); provided, however, that (ai) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Eurocurrency Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. (noon, New York City time) , on a Business Day, each the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice, notice in the case of Base Rate Loans (other than Swing Line Loans), and not less than or three Business Days’ notice, notice in the case of Eurodollar LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 1,000,000 be, in the case of Base Rate Loans (other than Swing Line Loans), converted into Eurodollar LIBO Rate Loans Loans, or be, in the case of Eurodollar LIBO Rate Loans, converted into Base Rate Loans or continued as Eurodollar LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar LIBO Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); providedprovided that, however, that (a) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar LIBO Rate Loans when any Default or Event of Default Borrowing Base Deficiency has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans . Each such irrevocable request may be continued as, made by telephone confirmed promptly by hand delivery or be converted into, Eurodollar Rate Loans after the day that is one month prior facsimile to the Stated Maturity Date, (d) if Administrative Agent of the aggregate amount applicable Continuation/Conversion Notice. The conversion of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to a Base Rate Loans and (e) Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoan so converted.”

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 2:00 p.m. (New York City time) 11:00 a.m. on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), each any Borrower may from time to time irrevocably elect elect: (a) on not less than one Business Day’s notice, in the case of Base Rate Loans, and not less than three Business Days’ notice, the conversion of any Base Rate Loan into one or more Eurocurrency Loans denominated in Dollars or the case continuation of Eurodollar Rate Loansany Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (b) on not less than five Business Days’ notice, the continuation of any Eurocurrency Loan denominated in an Alternate Currency as a Eurocurrency Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $1,000,000 and in an integral multiple amount of $100,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (1,000,000; and provided further that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice) with respect to any Eurodollar Rate Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any Eurocurrency Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Eurocurrency Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with (and any such Eurocurrency Loan denominated in an Interest Period of the same duration as the Interest Period then expiringAlternate Currency shall be redenominated in Dollars); provided, however, provided that (ai) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Eurocurrency Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion notice (a "Notice of Continuation or Conversion"), which shall be substantially in the form of Exhibit M, to the Administrative Agent on or before 2:00 12:00 p.m. (New York City Charlotte, North Carolina time) on prior to (1) the Business Day of each conversion to a Base Rate Loan, (2) three Business DayDays prior to the requested date of any conversion to or continuation of, each Eurocurrency Loans denominated in Dollars, and (3) four Business Days (or five Business Days in the case of Special Notice Currencies) prior to the requested date of any conversion to Eurocurrency Loans denominated in Alternative Currencies, the Borrower may from time to time irrevocably elect on not less than one Business Day’s noticeelect, in the case of Base Rate Loans, and not less than three Business Days’ notice, in the case of Eurodollar Rate Loans, by notice delivered that all, or any portion in an aggregate minimum principal Dollar Equivalent amount of $1,000,000 and an 5,000,000 or any larger integral multiple of $100,000 1,000,000 be, (i) in the case of Base Rate Loans, converted into Eurodollar Rate Eurocurrency Loans or be, (ii) in the case of Eurodollar Rate Eurocurrency Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject to Sections 4.1 and 4.2) continue as a Eurodollar Rate Loan with an Interest Period of the same duration as the Interest Period then expiring)Eurocurrency Loans; provided, however, that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersBanks that have made such Loans, (by) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans any Eurocurrency Loan when any Default or Event of Default has occurred and is continuing, unless and (z) when any Default has occurred and is continuing, the Required Lenders otherwise agree, (c) no Banks may demand that any or all of the then-outstanding Eurocurrency Loans may be continued as, or denominated in an Alternative Currency be converted into, Eurodollar to Dollar-denominated Base Rate Loans after on the last day that is one month prior of the then-current Interest Period with respect thereto. In the absence of delivery of a Notice of Continuation or Conversion with respect to any Eurocurrency Loan at least three (3) Business Days before the Stated Maturity Datelast day of the then current Interest Period with respect thereto, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by paymentsuch Eurocurrency Loan shall, prepayment or conversion to be less than $1,000,000 on such Eurodollar Rate Loans shall last day, automatically convert to a Base Rate Loans Loan; provided, however, that in the case of a failure to timely request a continuation of a Loan denominated in an Alternative Currency, such Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and (e) reborrowed in the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveother currency.

Continuation and Conversion Elections. By delivering At the election of Borrower pursuant to a Continuation/Conversion Notice delivered by either (1) delivering or telecopying to the Administrative Agent on Lender a Continuation/Conversion Notice or (2) giving telephonic notice thereof to Lender, in each case at or before 2:00 p.m. 10:00 a.m., Chicago time (New York City time) on a Business Day, each Borrower may from time to time irrevocably elect on not less than one Business Day’s noticeand, in the case of Base Rate Loansany such telephonic notice, and promptly confirming such notice by delivering or telecopying a Continuation/Conversion Notice therefor, signed by an authorized officer of Borrower, to Lender), on any Business Day, Borrower may elect, from time to time on not less than three 3 nor more than 5 prior Business Days’ ' notice: (a) that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 in excess of such amount, of the case of Revolving Loan, Supplemental Revolving Loan or Additional Revolving Loan be converted from Reference Rate Loans into Eurodollar Rate LoansLoans or from Eurodollar Rate Loans into Reference Rate Loans (subject to the minimum borrowing requirements set forth in Section 2.5(a)); and (b) on the expiration of the Interest Period applicable to the Eurodollar Rate Loans comprising all or part of the Revolving Loan, the Supplemental Revolving Loan or the Additional Revolving Loan, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 be500,000 in excess of such amount, in the case of Base Rate Loans, converted into Eurodollar Rate such Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or be continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect such notice under either this clause (b) or clause (a) above, Borrower will be deemed to any Eurodollar Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, have elected that such Eurodollar Rate Loan shall, on such last day, automatically (subject to Sections 4.1 and 4.2) continue as a Eurodollar Loans be converted into Reference Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoans); provided, however, that provided that: (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (bi) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, ; (cii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans if, after giving effect to such action, the day that Interest Period applicable thereto shall extend beyond the date of any mandatory repayment of Loans unless a sufficient principal amount of such Loans is one month being maintained as Reference Rate Loans or Eurodollar Rate Loans having an Interest Period ending on or prior to the Stated Maturity Date, date of any such mandatory repayment to permit such repayment to be applied in full to Reference Rate Loans; and (diii) if no portion of the aggregate outstanding principal amount of any Loans may be continued as, or converted into, Eurodollar Rate Loans in respect or Reference Rate Loans if, after giving effect to such action, the aggregate principal amount of any Borrowing Eurodollar Rate Loans having a particular Interest Period is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are or not required to be in any an integral amount as provided abovemultiple of $500,000.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. 11:00 a.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect on not less than one nor more than five (5) Business Day’s Days’ notice, in the case of Base Rate Loans, and not less than three (3) Business Days (but not more than five (5) Business Days’ ’) notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); provided, however, that that; (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, ; (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, ; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, ; and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m. 11:00 a.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect on not less than one nor more than five Business Day’s Days’ notice, subject to Section 2.8(a), in the case of Base Rate Loans, and not less than three nor more than five Business Days’ notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 500,000 and an integral multiple of $100,000 250,000 be, in the case of Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, Date and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 500,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before not later than 2:00 p.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice, 's notice in the case of conversions into Alternate Base Rate Loans, and not less than or three Business Days’ notice, ' notice in the case of continuations of or conversions into Eurodollar Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $1,000,000 [_________] and in an integral multiple of $100,000 [_________] be, in the case of Alternate Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Alternate Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar an Alternate Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); provided, however, provided that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (by) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Payment Default or Event of Default has occurred and is continuing, unless continuing to the extent the Administrative Agent or Required Lenders otherwise agree, (c) no Loans may be continued as, have notified the Borrower that the occurrence and continuance of such Payment Default or be converted into, Eurodollar Rate Loans after Event of Default shall prevent the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment Borrower from so continuing or conversion to be less than $1,000,000 converting such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoans.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 2:00 p.m. (New York City 12:00 noon, Chicago time) , on a Business Day, each the applicable Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice, 's notice (in the case of a conversion of Committed Loans that are LIBO Rate Loans to Base Rate Loans, and not less than ) or three Business Days’ notice, ' notice (in the case of Eurodollar a continuation of Committed Loans that are LIBO Rate Loans or a conversion of Committed Loans that are Base Rate Loans into LIBO Rate Loans, ) nor more than five Business Days' notice (in the case of any Committed Loans) that all, or any portion in an aggregate a minimum amount of (i) in the case of Committed Loans in Dollars, $1,000,000 and an 500,000 or any larger integral multiple of $100,000 or (ii) in the case of Committed Loans in any Foreign Currency, in an integral multiple of 100,000 units of such Foreign Currency be, in the case of Committed Loans that are Base Rate Loans, converted into Eurodollar LIBO Rate Loans or beor, in the case of Eurodollar Committed Loans that are LIBO Rate Loans, continued as LIBO Rate Loans or, in the case of Committed Loans in Dollars or Canadian Dollars, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Loan that is a LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar LIBO Rate Loan shall, on such last day, (i) in the case of Committed Loans in Dollars or Canadian Dollars, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar Base Rate Loan with and (ii) in the case of Committed Loans in any Foreign Currency other than Canadian Dollars, automatically be continued for an additional Interest Period of the same duration as the Interest Period then expiringone month); provided, however, that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Committed Loans of all the relevant Lenders, and (by) no portion of the outstanding principal amount of any Committed Loans in Dollars or Canadian Dollars may be continued as, or be converted into, Eurodollar LIBO Rate Loans when any Default or Event of Default has occurred and is continuing, unless . No Committed Loan or portion of the Required Lenders otherwise agree, (c) no Loans outstanding principal amount of any Committed Loan may be continued as, as or converted into a Loan denominated in a currency other than the one in which it was originally made and no Committed Loan in any Foreign Currency other than Canadian Dollars may be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to into a Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before not later than 2:00 p.m. (New York City time) on a Business Day, each the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice, 's notice in the case of conversions into Alternate Base Rate Loans, and not less than or three Business Days’ notice, ' notice in the case of continuations of or conversions into Eurodollar Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000 be, in the case of Alternate Base Rate Loans, converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate Loans, converted into Alternate Base Rate Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice with respect to any Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically (subject convert to Sections 4.1 and 4.2) continue as a Eurodollar an Alternate Base Rate Loan with an Interest Period of the same duration as the Interest Period then expiringLoan); provided, however, provided that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (by) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Rate Loans when any Payment Default or Event of Default has occurred and is continuing, unless continuing to the extent the Administrative Agent or Required Lenders otherwise agree, (c) no Loans may be continued as, have notified the Borrower that the occurrence and continuance of such Payment Default or be converted into, Eurodollar Rate Loans after Event of Default shall prevent the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment Borrower from so continuing or conversion to be less than $1,000,000 converting such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided aboveLoans.