Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten four different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon ------------------------------------- irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) with Interest Periods identical to the then expiring Offshore Rate Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar as Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) not later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/ContinuationContinuations, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as elect to convert Loans denominated in Dollars from one Type to the other Type; provided that (x) any partial conversion of Loans shall be in (A) an aggregate amount not less than $5,000,000 (or such lesser amount agreed to by the Agent) and (B) an integral multiple of $500,000 and (y) any Business Day, in the case conversion of Offshore Rate Loans into Base Rate Loans, or as of Loans may occur only on the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other TypePeriod therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate Dollar Equivalent amount that is (A) not less than $5,000,000, 5,000,000 (or that is in such lesser amount agreed to by the Agent) and (B) an integral multiple of $1,000,000 in excess thereof500,000 units of the Applicable Currency); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert (x) if denominated in Dollars, be converted into Base Rate Loans, and or (y) if denominated in an Offshore Currency, be prepaid, in each case on and after such date the right last day of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminateInterest Period therefor. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the applicable Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and Loans denominated in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the applicable Revolving Loans are to be continued as Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if the applicable Revolving Loans are to be continued as Offshore Rate Loans in a currency not covered by the preceding clause (ii), and (iv) on the Conversion/Continuation Date, if the applicable Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default case may be, then exists, the such Borrower shall be deemed to have elected to convert continue such Eurodollar Loans as Offshore Rate Loans into Base Rate Loans to itself denominated in the same currency and having a one-month Interest Period effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank of the details of any automatic conversionconversion or continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Revolving Lenders or Required Term Lenders of the relevant Class of Term Loans, as applicable, otherwise agreeconsent, during the existence of a Default Specified Default, no Borrower may elect to have a Revolving Loan or unless all the Banks otherwise agree, during a Term Loan of such Class converted into or continued as an Offshore Rate Loan. (f) During the existence of an Event of Default, the Borrower Required Revolving Lenders may not elect require, by notice to have a Loan converted the Borrowers and the Agent, that all outstanding Revolving Loans that are Offshore Rate Loans denominated in an Alternative Currency be prepaid, or be redenominated into or continued as a Eurodollar Rate LoanDollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (fg) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten 15 different Interest Periods in effect. (h) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person, the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent Bank in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, Loans to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of the other TypeOffshore Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans convert any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day date (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof)) into Base Rate Loans; providedor provided that, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent Bank not later than 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date, which shall be a Business Day; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks Bank otherwise agreeconsents, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written telephonic notice to the Administrative Agent (promptly confirmed thereafter in writing) in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Revolving Loans (or any part thereof in an amount not less than $5,000,000 500,000 in the case of a conversion conversions of Revolving Loans to a Eurodollar Rate Loan Loans or $1,000,000 in the case of a conversion to a Base Rate LoanLoans, or in each case that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Revolving Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000500,000 for Eurodollar Loans or, or that is in an integral each case, any multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as Eurodollar Rate Loans; Loans and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Revolving Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Revolving Loans to be converted or continued; (C) the Type of Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Loans, the Borrower has failed to select timely a new Interest Period to be applicable to the such Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then existsLoans, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Eurodollar Loans having an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each BankLender. (e) Unless If any Event of Default or payment Default is in existence at the time of any proposed continuation of, or conversion into, any Eurodollar Loans and the Administrative Agent has, or the Required Banks otherwise agreeLenders have, during the existence of a Default determined in its or unless all the Banks otherwise agreetheir sole discretion not to permit such continuation or conversion and have notified Borrower telephonically or in writing thereof, during the existence of an Event of Default, the Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Loan and any outstanding Eurodollar Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate LoanLoans. (f) After giving effect Without in any way limiting the obligation of Borrower to confirm in writing any conversion notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of Borrower (or continuation a designee of such Responsible Officer). In each such case Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic notice. (g) No Swing Line Loans may be converted to Eurodollar Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Any Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) electelect to convert, as of any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; orOffshore Rate Loans; (ii) electelect to convert, as of the last day of the applicable Interest Period, to continue as Eurodollar any Offshore Rate Loans expiring on such day (or any Eurodollar part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, as of the last day of the applicable Interest Period, any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower any Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower has Companies have failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period case may be, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrowerany Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower no Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written or telephonic (confirmed promptly the same day by the Borrower in writing) notice to the Administrative Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $20,000,000 in the case of conversions relating to Term Loans to Offshore Rate Loans or Base Rate Loans and $5,000,000 in the case of a conversion conversions of Revolving Loans or Short Term Revolving Loans to a Eurodollar Offshore Rate Loan Loans or $1,000,000 3,000,000 in the case of a conversion conversions of Revolving Loans or Short Term Revolving Loans to a Base Rate LoanLoans, or in each case that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,00020,000,000 in the case of continuations of Term Loans or $5,000,000 in the case of continuations of Revolving Loans or Short Term Revolving Loans, or in each case that is in an integral multiple of $1,000,000 in excess thereof); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than that $5,000,00020,000,000 in the case of Term Loans or $5,000,000 in the case of Revolving Loans or Short Term Revolving Loans, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans Loans, as the case may be, shall terminate. (b) The Borrower shall deliver provide telephonic (confirmed promptly the same day by the Borrower in a written Notice of Conversion/Continuation) or written notice (comprised of a Notice of Conversion/Continuation Continuation), to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) (i) at least three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time required under clause (b) above, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Majority Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect Prior to (i) the end of an Interest Period and (ii) each date a payment of interest or principal is due, the Administrative Agent will provide the Borrower with notice (whether by phone, telecopy, e-mail or otherwise) of such event; provided that the failure to provide such notice to the Borrower shall not in any conversion way limit or continuation affect the obligations of Loansthe Borrower or any of its Subsidiaries hereunder or under any Loan Document. (g) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, there the Administrative Agent (and the Swing Line Lender) may not act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent (and the Swing Line Lender) in good faith to be more than ten different Interest Periods in effectfrom a Responsible Officer of the Borrower (or a designee of such Responsible Officer). In each such case the Borrower hereby waives the right to dispute the Administrative Agent's (and the Swing Line Lender's) record of the terms of any such telephonic notice.

Conversion and Continuation Elections. (a) The Borrower Any Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i1) electelect to convert, as of any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; orOffshore Rate Loans; (ii2) electelect to convert, as of the last day of the applicable Interest Period, to continue as Eurodollar any Offshore Rate Loans expiring on such day (or any Eurodollar part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (3) elect to continue, as of the last day of the applicable Interest Period, any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, then such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower any Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Any applicable Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A1) the proposed Conversion/Continuation Date; (B2) the aggregate amount of Loans to be converted or continued; (C3) the Type of Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest PeriodPeriod applicable to any Company's outstanding Offshore Rate Loans, the Borrower has any Company shall have failed to select timely a new Interest Period to be applicable to such Company's outstanding Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period case may be, or if any Default or Event of Default then exists, then the Borrower Companies shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no a timely notice is not provided by the Borrowerany Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower no Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent Bank in accordance with Section 2.4(b2.04(b): (i1) electelect to convert, as of any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan1,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of the other Type; orOffshore Rate Loans; (ii2) electelect to convert, as of the last day of the applicable Interest Period, to continue as Eurodollar any Offshore Rate Loans expiring on such day (or any Eurodollar part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Base Rate Loans; or (3) elect to continue, as of the last day of the applicable Interest Period, any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, then such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to the Bank, which Notice of Conversion/Continuation must be received by the Agent Bank not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one on the same Business Day in advance of as the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A1) the proposed Conversion/Continuation Date; (B2) the aggregate amount of Loans to be converted or continued; (C3) the Type of Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest PeriodPeriod applicable to any of the Company's outstanding Offshore Rate Loans, the Borrower has Company shall have failed to select timely a new Interest Period to be applicable to the Eurodollar such outstanding Offshore Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, then the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks Bank otherwise agreeconsents, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in the form of a Notice of Conversion/Continuation in the form of Exhibit B hereto in accordance with Section 2.4(b): 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, Day to convert any such Base Rate Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans Eurodollar Rate Loans; (ii) elect, as of the other Typelast day of the applicable Interest Period to convert any Eurodollar Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Base Rate Loans; or or (iiiii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. (i) noon (New York City time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of 11:00 a.m. (New York City time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or continued; ; (C) the Type of Loans resulting from the proposed conversion or continuation; and and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to the such Eurodollar Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent (which may be given by telephone, provided that such notice is confirmed promptly in writing by delivery to the Administrative Agent of a Notice of Conversion/Continuation) in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City time) 9:00 a.m. (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; , and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, (i) the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if (ii) any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written telephonic notice to the Administrative Agent (promptly confirmed thereafter in writing) in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $10,000,000 in the case of conversions relating to Term Loans to Eurodollar Loans or $5,000,000 in the case of a conversion conversions of Term Loans to a Eurodollar Base Rate Loan or Loans and $1,000,000 500,000 in the case of a conversion conversions of Revolving Loans to a Eurodollar Loans or Base Rate LoanLoans, or in each case that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than (x) in the case of continuations of Term Loans, $5,000,00010,000,000 for Eurodollar Loans and $5,000,000 for Base Rate Loans or, or that is in an integral each case, any multiple of $1,000,000 500,000 in excess thereof or (y) in the case of continuations of Revolving Loans, $500,000 for both Eurodollar Loans and Base Rate Loans or, in each case, any multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; Loans and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Loans, the Borrower has failed to select timely a new Interest Period to be applicable to the such Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then existsLoans, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Eurodollar Loans having an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks otherwise agree, during the existence If any Event of a Default or unless all payment Default is in existence at the Banks otherwise agreetime of any proposed continuation of, during or conversion into, any Eurodollar Loans and the existence of an Event of DefaultAdministrative Agent has, or the Majority Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a an Eurodollar Loan and any outstanding Eurodollar Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate LoanLoans. (f) After giving effect Without in any way limiting the obligation of the Borrower to confirm in writing any conversion notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower (or continuation a designee of such Responsible Officer). In each such case the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic notice. (g) No Swing Line Loans may be converted to Eurodollar Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; (ii) elect, as of the last day of the applicable Interest Period, in the case of Eurodollar LIBOR Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan1,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of the other TypeBase Rate Loans; or (iiiii) elect, elect as of the last day of the applicable Interest Period, in the case of LIBOR Rate Loans, to continue as Eurodollar Rate Loans any Eurodollar Rate such Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar LIBOR Rate Loans Loans, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar LIBOR Rate Loans; , and (ii) one Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to LIBOR Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such LIBOR Rate Loans having the expired Interest Period or if any Default or Event of Default then existsLoans, the Borrower Company shall be deemed to have elected to convert such Eurodollar LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bSECTION 2.06(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in SECTION 2.06(B), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bSUBSECTION 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate any other Type of Revolving Loans or Term Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 100,000 in excess thereofthereof for Offshore Rate Loans and not less than $500,000 or that is in an integral multiple of $100,000 in excess thereof for Base Rate Loans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate any Revolving Loans any Eurodollar Rate or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereofthereof for Offshore Rate Loans); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, 1,000,000 such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Central time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) at least one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period case may be, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect.six (6)

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b):as provided below: (i) electelect to convert, as of on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than One Million Dollars ($5,000,000 in the case of a conversion to a Eurodollar Rate Loan 1,000,000) or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof) into Loans of the other Type; orEurodollar Rate Loans; (ii) electelect to convert, as of the last day of the applicable on any Interest PeriodPayment Date, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than One Million Dollars ($5,000,000, 1,000,000) or that is in an integral multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof), into Base Rate Loans; or (iii) elect to renew, on any Interest Payment Date therefor, any Eurodollar Rate Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000) or an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($5,000,0001,000,000), all such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, ; and on and after such date the right of the Borrower Borrowers to continue such Loans as, and convert such Loans into, as Eurodollar Rate Loans shall terminate. (b) The A Borrower shall deliver by telecopier, confirmed immediately in writing, a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; , and (ii) one Business Day in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or renewed as Base Rate Loans, specifying: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of into which such Loans resulting from the proposed conversion are to be converted or continuationcontinued; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, subject to the definition of "Interest Period". (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to the such Eurodollar Rate Loans having the expired Interest Period in accordance with this Agreement, or if any Default or Event of Default shall then existshave occurred and be continuing, the such Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will shall promptly notify each Bank of the details of any automatic conversionthereof. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the such notice was given held by each Bankgiven. (e) Unless the Required Banks otherwise agreeNotwithstanding any other provision contained in this Agreement, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Agent in accordance with Section 2.4(b):Agent: (i) elect, as of elect to convert on any Business Day, in the case of Base any Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan 3,000,000 or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Eurodollar Rate Loans or CD Rate Loans; (ii) elect to convert on any Interest Payment Date, any CD Rate Loans or Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than (A) $3,000,000 or an integral multiple of $1,000,000 in excess thereof, in the other Typecase of a conversion into CD Rate Loans or Eurodollar Rate Loans, or (B) $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of a conversion into Reference Rate Loans), in the case of CD Rate Loans, into Eurodollar Rate Loans or Reference Rate Loans, and in the case of Eurodollar Rate Loans, into CD Rate Loans or Reference Rate Loans; or (iiiii) electelect to continue, as of the last day of the applicable on any Interest PeriodPayment Date therefor, to continue as any CD Rate Loans or Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, 3,000,000 or that is in an integral multiple of $1,000,000 in excess thereofl,000,000); provided, that if at any time the aggregate amount of CD Rate Loans or Eurodollar Rate Loans in respect of any Borrowing is reduced, shall have been reduced by payment, prepayment, or conversion of part thereof to be less than $5,000,0003,000,000, such the CD Rate Loans or Eurodollar Rate Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, as Eurodollar Rate Loans or CD Rate Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in an original writing, a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.as

Conversion and Continuation Elections. (a) The Borrower Company may, for itself or on behalf of any Borrowing Subsidiary, if applicable, upon irrevocable written notice to the U.S. Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate LoanU.S.$5,000,000, or that is in an integral multiple of $1,000,000 U.S.$1,000,000 in excess thereof) into Loans in U.S. Dollars of the other another Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000the Dollar Equivalent of U.S.$5,000,000, or that is in an integral multiple of $1,000,000 (x) U.S.$1,000,000 in excess thereof, in the case of Eurodollar Loans, or (y) 100,000 units of the Applicable Currency in excess thereof, in the case of Eurocurrency Loans); provided, that if at any time the aggregate amount of Eurodollar Rate Loans or Eurocurrency Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000the Dollar Equivalent of U.S.$5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to convert or continue such Loans as, and convert such Loans into, Eurodollar Rate Loans under this Section 2.04 shall terminate. (b) The Borrower Company (for itself or on behalf of any Borrowing Subsidiary, if applicable) shall deliver a Notice of Conversion/Continuation to be received by the U.S. Agent not later than 1:00 p.m. prior to 10:30 a.m. (New York City Chicago time) at least (i) three four Business Days in advance of prior to the requested Conversion/Continuation Date, if Loans are to be continued as Eurocurrency Loans; (ii) three Business Days prior to the requested Conversion/Continuation Date, if Loans are to be converted into or continued as Eurodollar Rate Loans; and (iiiii) one Business Day in advance of on the requested Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period such Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert continue such Eurodollar Rate Loans into Base Rate on the basis of a one month Interest Period. If the Company has failed to select a new Interest Period to be applicable to Eurocurrency Loans effective as prior to the fourth Business Day in advance of the expiration date of such the current Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is Period applicable thereto as provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.in

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable (except in the circumstances described in SECTION 3.2, 3.3 or 3.5 as provided therein) written notice to the Agent in accordance with Section SECTION 2.4(b): (i) elect, as of the last day of the applicable Interest Period, to convert any Offshore Rate Loans (or any part thereof in an amount not less than $2,000,000) into Base Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the an applicable Interest Period, in the case of Eurodollar Offshore Rate LoansLoans expiring on such last day, to (a) convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan2,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate Loans, or (B) if such Loans of the other Type; or (ii) electare Offshore Rate Loans, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate such Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0002,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof)) as Offshore Rate Loans; providedPROVIDED that if, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0002,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans as the case may be shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as elect to convert Loans denominated in Dollars from one Type to the other Type; provided that (x) any partial conversion of Loans shall be in (A) an aggregate amount not less than $5,000,000 (or such lesser amount agreed to by the Agent) and (B) an integral multiple of $500,000 and (y) any Business Day, in the case conversion of Offshore Rate Loans into Base Rate Loans, or as of Loans may occur only on the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other TypePeriod therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate Dollar Equivalent amount that is (A) not less than $5,000,000, 5,000,000 (or that is in such lesser amount agreed to by the Agent) and (B) an integral multiple of $1,000,000 in excess thereof500,000 units of the Applicable Currency); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert (x) if denominated in Dollars, be converted into Base Rate Loans, and or (y) if denominated in an Offshore Currency, be prepaid, in each case on and after such date the right last day of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminateInterest Period therefor. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the applicable Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and Loans denominated in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the applicable Revolving Loans are to be continued as Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if the applicable Revolving Loans are to be continued as Offshore Rate Loans in a currency not covered by the preceding clause (ii), and (iv) on the Conversion/Continuation Date, if the applicable Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default case may be, then exists, the such Borrower shall be deemed to have elected to convert continue such Eurodollar Loans as Offshore Rate Loans into Base Rate Loans to itself denominated in the same currency and having a one-month Interest Period effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank of the details of any automatic conversionconversion or continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Revolving Lenders, Required Term A Lenders or Required Term B Lenders, as applicable, otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agreeEvent of Default, during no Borrower may elect to have a Revolving Loan, a Term A Loan or a Term B Loan converted into or continued as an Offshore Rate Loan. (f) During the existence of an Event of Default, the Borrower Required Revolving Lenders may not elect require, by notice to have a Loan converted the Borrowers and the Agent, that all outstanding Revolving Loans that are Offshore Rate Loans denominated in an Alternate Currency be prepaid, or be redenominated into or continued as a Eurodollar Rate LoanDollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (fg) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten 15 different Interest Periods in effect. (h) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person, the Agent or any Lender in good faith believes to be acting on behalf of such Xxxxxxxx. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bSECTION 2.06(B): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in SECTION 2.06(B), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) electelect to convert, as of any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other TypeOffshore Rate Loans; or (ii) electelect to convert, as of the last day of the applicable Interest Period, to continue as Eurodollar any Offshore Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, as of the last day of the applicable Interest Period, any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar all Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if any Default Latent Noncompliance Event or Noncompliance Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect subject to which the notice was given such conversion or continuation held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default Latent Noncompliance Event or unless all the Banks otherwise agree, during the existence of an Event of DefaultNoncompliance Event, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bSECTION 2.06(b): (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in SECTION 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base an Offshore Rate Loans Loan with an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Required Banks Majority Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Offshore Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate amount not less than $5,000,000 in the case of 1,000,000 or a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an higher integral multiple of $1,000,000 in excess thereof1,000,000) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, 1,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof1,000,000); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, Loans and on and after such date the right of the Borrower Company to continue such Loans as, as and convert such Loans into, Eurodollar into Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then existsLoans, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Rate Loans prior to the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, the Company shall be deemed to have elected to continue such Offshore Rate Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise agree, during the existence of a Default or unless all the Banks otherwise agreeconsent, during the existence of an Event of Default or Unmatured Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) a The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $500,000, or any multiple of $1,000,000 100,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) b The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) c If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base an Offshore Rate Loans Loan with an Interest Period of one month effective as of the expiration date of such Interest Period. (d) d The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each Bank. (e) e Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) f After giving effect to any conversion or continuation of Offshore Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b):Bank: (i) elect, as of on any Business Day, in the case of Base Rate Loans, or as of on the last day of the applicable Interest Period, in the case of Eurodollar any Offshore Rate Loans, to convert any such of its Revolving Loans (or any part thereof in an amount not less than $5,000,000 (x) in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate LoanLoans, a minimum amount of $100,000 or that is in an integral multiple of $1,000,000 50,000 in excess thereof and (y) in the case of Offshore Rate Loans, a minimum amount of $500,000 or an integral multiple of $500,000 in excess thereof) into Revolving Loans of the any other Type; or (ii) elect, as of elect to renew on the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans Period any Eurodollar Rate Revolving Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than (x) in the case of Base Rate Loans, a minimum amount of $5,000,000, 100,000 or that is in an integral multiple of $1,000,000 50,000 in excess thereof and (y) in the case of Offshore Rate Loans, a minimum amount of $500,000 or an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Revolving Loans as, and convert such Revolving Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The the Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent Bank not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Revolving Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Revolving Loans to be converted or continuedrenewed; (C) the Type of Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during During the existence and continuation of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Revolving Loans, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as elect to convert Loans denominated in Dollars from one Type to the other Type; provided that (x) any partial conversion of Loans shall be in a Dollar Equivalent amount not less than $3,000,000 (or such lesser amount agreed to by the Agent) or a higher integral multiple of 250,000 units of the Applicable Currency and (y) any Business Day, in the case conversion of Offshore Rate Loans into Base Rate Loans, or as of Loans may occur only on the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other TypePeriod therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Dollar Equivalent of $5,000,000, 3,000,000 (or that is in an such lesser amount agreed to by the Agent) or a higher integral multiple of $1,000,000 in excess thereof250,000 units of the Applicable Currency); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of $5,000,0003,000,000, such Eurodollar Offshore Rate Loans shall automatically convert (x) if denominated in Dollars, be converted into Base Rate Loans, and or (y) if denominated in an Offshore Currency, be prepaid, in each case on and after such date the right last day of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminateInterest Period therefor. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and Loans denominated in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be continued as Offshore Rate Loans denominated in an Offshore Currency, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default case may be, then exists, the such Borrower shall be deemed to have elected to convert continue such Eurodollar Loans as Offshore Rate Loans into Base Rate Loans to itself denominated in the same Offshore Currency and having a one-month Interest Period effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank of the details of any automatic conversionconversion or continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the no Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan, and the Required Lenders may demand that any or all of the then outstanding Offshore Rate Loans denominated in an Alternate Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (f) After giving effect to any conversion or continuation of Revolving Loans, unless the Agent shall otherwise consent, there may not be more than ten 15 different Interest Periods in effect. (g) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person, the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar an Offshore Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Offshore Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) ) (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying:continued (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, Period the Borrower has Borrowers have failed to select timely a new Interest Period to be applicable to the Eurodollar Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrowers, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.4(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Eurodollar Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely submit or complete a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such Interest PeriodLoan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Required Banks Majority Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Eurodollar Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten seven different Interest Periods in effect. (g) Notwithstanding the foregoing, all Loans outstanding as of the Closing Date and originally made pursuant to the Original Credit Agreement shall continue to be of the same Type and shall have the same Interest Period as established for such Loans under the Original Credit Agreement until converted into a different Type pursuant to this Agreement or until such Interest Period expires or such Loans are prepaid by the Company.

Conversion and Continuation Elections. (a) The Borrower may, Representative may upon irrevocable written notice to the Agent in accordance with Section 2.4(bSECTION 2.4(B): (i1) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Eurodollar Rate Loans of the other Type; in U.S. Dollars or; (ii2) elect, as of elect to convert on the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans Period any Eurodollar Rate Loans in U.S. Dollars having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Base Rate Loans; or (3) elect to renew on the last day of the current Interest Period any Eurodollar Rate Loan of any Borrower (whether in U.S. Dollars or in any Offshore Currency) maturing at the end of such Interest Period (or any part thereof in an amount not less than $500,000) (or the Equivalent Amount thereof in an Offshore Currency as determined as of the most recent Computation Date); providedor that is in an integral multiple $100,000 in excess thereof (or the Equivalent Amount thereof in an Offshore Currency as determined as of the most recent Computation Date); PROVIDED, that if at any time the aggregate amount of Eurodollar Rate Loans denominated in respect U.S. Dollars comprising part of any the same Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Rate Loans denominated in U.S. Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Representative to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans Loans, shall terminate. (b) The Borrower Representative shall deliver a Notice of Conversion/Continuation in accordance with SECTION 11.2 to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate Loans denominated in U.S. Dollars; (ii) three Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans; and or (iiiii) one Business Day in advance of the Conversion/Continuation Conversion Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of Loans to be converted or continuedrenewed; (C) the Type nature of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans in U.S. Dollars, the Borrower Representative has failed to select timely a new Interest Period to be applicable to thereto, or upon the Eurodollar Rate Loans having request of the expired Interest Period or Majority Lenders if any Default or Event of Default shall then existsexist, the Borrower Representative shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. If the Borrower Representative has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fifth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in SECTION 2.4(B), or upon the request of the Majority Lenders if any Default or Event of Default shall then exist, the Borrower Representative shall be deemed to have elected to convert or continue, as the case may be, such Offshore Currency Loans into an Offshore Currency Loan with a one month Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation, the Agent will promptly notify each Bank of its receipt of a Notice of Conversion/ContinuationLender thereof, or, if no timely notice is provided by the BorrowerBorrower Representative, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section subsection 2.4(b): (i) electelect to convert, as of on any Business Day, in the case of any Base Rate Loans (in an aggregate minimum amount of $200,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, or as of on the last day of the applicable Interest Period, in the case of Eurodollar any Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 in the case of 200,000 or a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an higher integral multiple of $1,000,000 in excess thereof100,000) into Loans of the other TypeBase Rate Loans; or (iiiii) electelect to continue, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount not less than of $5,000,000, 200,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $5,000,000200,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans; provided, further, that notwithstanding any of the foregoing provisions of this Section 2.4, after payment of the first installment of principal of the Term Loans pursuant to subsection 2.8(b), the Company may have one Borrowing of Term Loans, and on may make conversions and continuations of all or a portion thereof so long as after such date the right giving effect thereto there is only one Borrowing of the Borrower to continue such Loans asTerm Loans, and convert such Loans into, Eurodollar Rate Loans shall terminatewhich is not an integral multiple of $100,000 (but is an integral multiple of $500). (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.into

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 100,000, or any multiple of $10,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $500,000, or any multiple of $1,000,000 100,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 100,000, or any multiple of $10,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $500,000, or any multiple of $1,000,000 100,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) ) (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, Period the Borrower has Borrowers have failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrowers, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period, the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate LoansLoans made to the Company, to convert any such Loans (or any part thereof in an a Dollar Equivalent amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, 3,000,000 or that is in an integral multiple of the Dollar Equivalent of $1,000,000 250,000 in excess thereof) into Loans of the other TypeBase Rate Loans; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate any Revolving Loans any Eurodollar Rate or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Dollar Equivalent of $5,000,0003,000,000, or that is in an integral multiple of the Dollar Equivalent of $1,000,000 250,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing by all Borrowers is reduced, by payment, prepayment, or conversion of part thereof to be less than the Dollar Equivalent of $5,000,0003,000,000, such Eurodollar Offshore Rate Loans shall be assigned to and assumed by the Company, if borrowed by a Borrower other than the Company, and then may, upon written notice by the Company delivered to the Agent and the Swing Line Lender concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in the absence of such a conversion, shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate LoansLoans denominated in Dollars; (ii) four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans denominated in an Offshore Currency; and (iiiii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and; (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (E) if converted into Offshore Rate Loans denominated in an Offshore Currency, the Applicable Currency in which such converted Loans are to be denominated. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar case may be, then (i) if no Default or Event of Default then exists, such Borrower shall be deemed to have elected to continue such Loans as Offshore Rate Loans to itself denominated in the same Offshore Currency and having the expired a one-month Interest Period or effective as of the expiration date of such expiring Interest Period and (ii) if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans made to the Company and denominated in Dollars effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the no Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten 12 different Interest Periods in effect. (g) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate LoansLoans made to the Company, to convert any such Loans (or any part thereof in an a Dollar Equivalent amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, 3,000,000 or that is in an integral multiple of the Dollar Equivalent of $1,000,000 250,000 in excess thereof) into Loans of the other TypeBase Rate Loans; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate any Revolving Loans any Eurodollar Rate or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Dollar Equivalent of $5,000,0003,000,000, or that is in an integral multiple of the Dollar Equivalent of $1,000,000 250,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing by all Borrowers is reduced, by payment, prepayment, or conversion of part thereof to be less than the Dollar Equivalent of $5,000,0003,000,000, such Eurodollar Offshore Rate Loans shall be assigned to and assumed by the Company, if borrowed by a Borrower other than the Company, and then may, upon written notice by the Company delivered to the Agent and the Swing Line Lender concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in the absence of such a conversion, shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate LoansLoans denominated in Dollars; (ii) four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans denominated in an Offshore Currency; and (iiiii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and; (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (E) if converted into Offshore Rate Loans denominated in an Offshore Currency, the Applicable Currency in which such converted Loans are to be denominated. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar case may be, then (i) if no Default or Event of Default then exists, such Borrower shall be deemed to have elected to continue such Loans as Offshore Rate Loans to itself denominated in the same Offshore Currency and having the expired a one-month Interest Period or effective as of the expiration date of such expiring Interest Period and (ii) if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans made to the Company and denominated in Dollars effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to Loans other than Fronted Offshore Currency Loans, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) electelect to convert Loans denominated in Dollars from one Type to the other Type; provided, as that, (A) any partial conversion of Loans shall be in (1) an aggregate amount not less than $5,000,000 (or such lesser amount agreed to by the Agent), and (2) an integral multiple of $500,000, and (B) any Business Day, in the case conversion of Offshore Rate Loans into Base Rate Loans, or as of Loans may occur only on the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other TypePeriod therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate Dollar Equivalent amount that is (A) not less than $5,000,0005,000,000 (or such lesser amount agreed to by the Agent), or that is in and (B) an integral multiple of $1,000,000 in excess thereof500,000 units of the Applicable Currency); provided, that that, if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert (x) if denominated in Dollars, be converted into Base Rate Loans, and or (y) if denominated in an Offshore Currency, be prepaid, in each case on and after such date the right last day of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminateInterest Period therefor. (b) The Each Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City local time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the applicable Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and Loans denominated in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the applicable Revolving Loans are to be continued as Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if the applicable Revolving Loans are to be continued as Offshore Rate Loans in a currency not covered by the preceding clause (ii), and (iv) on the Conversion/Continuation Date, if the applicable Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default case may be, then exists, the such Borrower shall be deemed to have elected to convert continue such Eurodollar Loans as Offshore Rate Loans into Base Rate Loans to itself denominated in the same currency and having a one-month Interest Period effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each Bank applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank of the details of any automatic conversionconversion or continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Revolving Lenders or Required Term Lenders of the relevant Class of Term Loans, as applicable, otherwise agreeconsent, during the existence of a Default Specified Default, no Borrower may elect to have a Revolving Loan or unless all the Banks otherwise agree, during a Term Loan of such Class converted into or continued as an Offshore Rate Loan. (f) During the existence of an Event of Default, the Borrower Required Revolving Lenders may not elect require, by notice to have a Loan converted the Borrowers and the Agent, that all outstanding Revolving Loans that are Offshore Rate Loans denominated in an Alternative Currency be prepaid, or be redenominated into or continued as a Eurodollar Rate LoanDollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (fg) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten 15 different Interest Periods in effect. (h) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person, the Agent or any Lender in good faith believes to be acting on behalf of such Xxxxxxxx. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Company may, with respect to Revolving Loans, upon irrevocable written notice to the Administrative Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable 31 Interest Period, in the case of Eurodollar Rate any other Type of Revolving Loans, to convert any such Revolving Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Revolving Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Revolving Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion / Continuation to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Charlotte, North Carolina time) at least (i) three Business Days in advance of the Conversion/Conversion / Continuation Date, if the Revolving Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Conversion / Continuation Date, if the Revolving Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Conversion / Continuation Date; (B) the aggregate amount of Revolving Loans to be converted or continued; (C) the Type of Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion / Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agreeconsent, 32 during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.4(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Eurodollar Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely submit or complete a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such Interest PeriodLoan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Required Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof)) as Offshore Rate Loans; provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans (or parts thereof) to be converted or continued; (C) the Type Types of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its the Agent's receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof) in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof; provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Guarantor (on behalf of the Borrower Borrowers) to continue such Loans as, and or convert such Loans into, Eurodollar Offshore Rate Loans Loans, as the case may be, shall terminate. (b) The Borrower Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 11:00 A.M. (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, Guarantor (on behalf of the Borrower Borrowers) has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period or if any Default or Event of Default then exists, Guarantor (on behalf of the Borrower Borrowers) shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Guarantor (on behalf of the BorrowerBorrowers), the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, Guarantor (on behalf of the Borrower Borrowers) may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten different five (5) Interest Periods in effecteffect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(bSECTION 2.06(b): (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Offshore Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (iii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; Loans and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having by the expired Interest Period time specified in SECTION 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base an Offshore Rate Loans Loan with an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.of (e) Unless the Required Banks Majority Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Offshore Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Administrative Agent in accordance with Section subsection 2.4(b): (i) elect, as of elect to convert on any Business Day, any Base Rate Loans other than a Swing Line Loan (or any part thereof in the case an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof) into IBOR Loans; or (ii) elect to convert on any Business Day, any Base Rate Loan that is a Swing Line Loan (or any part thereof in an amount not less than One Million Dollars ($1,000,000), into Optional Floating Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, or (iii) elect to convert on any such Business Day, any Optional Floating Rate Loans (or any part thereof in an amount not less than One Million Dollars ($5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a 1,000,000), into Base Rate LoanLoans or, or that is in an integral multiple upon conversion of $1,000,000 in excess thereof) any Optional Floating Rate Loans into Loans of the other TypeRevolving Loans, into IBOR Loans; or (iiiv) elect, as of elect to convert on the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans Period any Eurodollar Rate IBOR Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than One Million Dollars ($5,000,0001,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof) into Base Rate Loans; or (v) elect to continue on the last day of the applicable Interest Period any IBOR Loans having Interest Periods maturing on such day (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof); provided, that (A) if at any time the aggregate amount of Eurodollar Rate IBOR Loans in respect of any Revolving Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($5,000,0001,000,000), such Eurodollar Rate IBOR Loans shall automatically convert (on the last day of the applicable Interest Period) into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar IBOR Loans, as the case may be, shall terminate or (B) upon financing of a Swing Line Loan that is an Optional Floating Rate Loans Loan with a Revolving Loan Borrowing as provided in subsection 2.16(c), such Optional Floating Rate Loan shall terminateautomatically convert into a Base Rate Loan unless the Company has provided a timely Notice of Conversion/Continuation converting such Optional Floating Rate Loan into an IBOR Loan. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.2 to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate IBOR Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Conversion Date, if the Loans are to be converted into Base Rate Loans or Optional Floating Rate Loans, ; specifying: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type nature of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions Loans to be continued as or converted into Base Rate IBOR Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to IBOR Loans, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such IBOR Loans, as the Eurodollar Rate Loans having the expired Interest Period case may be, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate IBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Required Banks otherwise agree, during During the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Rate an IBOR Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Section 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) with Interest Periods identical to the then expiring Offshore Rate Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar as Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) not later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time) (i) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/ContinuationContinuations, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The A Borrower may, upon irrevocable written notice to the Canadian Administrative Agent in accordance with Section 2.4(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Prime Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Eurocurrency Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate LoanCdn.$500,000, or that is in an integral multiple of $1,000,000 Cdn.$100,000 in excess thereof) into Loans of the any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Eurocurrency Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000Cdn.$500,000, or that is in an integral multiple of $1,000,000 Cdn.$100,000 in excess thereof)) as the same Type of Loan but with a new Interest Period; providedPROVIDED, that if at any time the aggregate amount of Eurodollar Eurocurrency Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000Cdn.$500,000, such Eurodollar Eurocurrency Rate Loans shall automatically convert into Base Prime Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Canadian Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Toronto time) at least (i) three Business Days in advance of the Conversion/Continuation Datelast day of the current Interest Period, if the Loans are to be converted into or continued as Eurodollar Eurocurrency Rate Loans; and Loans or (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Prime Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Eurocurrency Period, if applicable. In respect of Loans continued or converted into Eurocurrency Rate Loans, if the Notice of Conversion/Continuation fails to specify the duration of the Eurocurrency Period, such Eurocurrency Period shall be one month. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurocurrency Rate Loans, the applicable Borrower has failed to select on a timely basis a new Interest Eurocurrency Period to be applicable to the Eurodollar such Eurocurrency Rate Loans having the expired Interest Period Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Eurocurrency Rate Loans into Base Prime Rate Loans effective as of the expiration date of such Interest Eurocurrency Period. (d) The Canadian Administrative Agent will promptly (and in any event on the same Business Day that it has received such notice from the Borrower) notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Canadian Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably rateably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given held by each Bankgiven. (e) Unless the Required Majority Banks otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the no Borrower may not elect to have a Loan converted into or continued as a Eurodollar Eurocurrency Rate Loan. (f) After giving effect to any conversion or continuation of Loansa Loan, unless the Canadian Administrative Agent shall otherwise consent, there may not be more than ten eight different Interest Periods in effecteffect in aggregate among all Borrowers.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Section subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Offshore Rate Loans, to convert any such Loans (or any part thereof thereof) in an amount that is not less than $5,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof(A) into Loans of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof), in the case of Offshore Rate Loans, or (B) $1,000,000, or that is in an integral multiple of $100,000 in excess thereof, in the case of Base Rate Loans, into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof) in an amount that is not less than (A) $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof, in the case of Offshore Rate Loans, or (B) $1,000,000, or that is in an integral multiple of $100,000 in excess thereof, in the case of Base Rate Loans, into Loans of the same Type; provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and to convert such Loans into, Eurodollar Offshore Rate Loans shall terminateterminate unless and until the aggregate of all Base Rate Loans exceeds $5,000,000. (b) The Borrower shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received by the Administrative Agent not later than 1:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; , and (ii) one Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loans to be converted or continuedrenewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If The Borrower shall be deemed to have elected to convert Offshore Rate Loans into Base Rate Loans effective as of the expiration date of the Interest Period for such Offshore Rate Loans if, upon the expiration of any such Interest Period, (i) the Borrower has failed to select timely a new Interest Period to be applicable to the Eurodollar such Offshore Rate Loans having the expired Interest Period Loans, or (ii) if any Default or Event of Default then exists, unless the Borrower shall be deemed to have elected to convert continuation of such Eurodollar Offshore Rate Loans into Base has been agreed to by the Majority Revolving Credit Lenders, if such Offshore Rate Loans effective as of are Revolving Credit Loans, or the expiration date of Majority Facility B Lenders, if such Interest PeriodOffshore Rate Loans are Facility B Term Loans. (d) The Administrative Agent will promptly notify (i) each Bank Revolving Credit Lender of its receipt of a Notice of Conversion/ContinuationContinuation with respect to a Revolving Credit Loan and (ii) each Facility B Lender of its receipt of a Notice of Conversion/Continuation with respect to a Facility B Term Loan, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank such Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Majority Revolving Credit Lenders otherwise agree, in the case of Revolving Credit Loans, or the Majority Facility B Lenders otherwise agree, in the case of Facility B Term Loans, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued at the end of the applicable Interest Period as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effecteffect in respect of all Offshore Rate Loans then outstanding.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.4(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $5,000,000 500,000, or any multiple of $100,000 in excess thereof, in the case of a conversion to a Eurodollar Base Rate Loan Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof, in the case of a conversion to a Base Eurodollar Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereofLoans) into Loans of the any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than seven days, or one, two, three or six months, in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not later than 10:00 a.m. (Chicago time) four (4) Business Days prior to the requested Conversion/Continuation Date, whereupon the Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and shall, not later than 10:00 a.m. (Chicago time) three (3) Business Days before the requested Conversion/Continuation Date, notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders, and (ii) one Business Day in advance on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest PeriodPeriod applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely submit or complete a new Interest Period to be applicable to the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such Interest PeriodLoan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Required Banks Majority Lenders otherwise agreeconsent, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Eurodollar Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect. (g) Notwithstanding anything herein to the contrary, the initial Loans made on the Closing Date shall be of the same Type, shall have the same remaining Interest Period, and shall have the same Eurodollar Rate, in each case as in effect with respect to the outstanding “Eurodollar Rate Loans,” if any, that exist under the Existing Credit Agreement as of the Closing Date.