Common use of Conversion and Continuation Procedures Clause in Contracts

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1Sections 2.2.1 and 2.2.2, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof thereof) in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) 10,000 into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof thereof) in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) 100,000 for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 10:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (of one type or any part thereof into Loans of the other type (provided, in the case of any conversion to a LIBOR Loan, such part thereof is in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type); or (Bii) elect, as of the last day of the applicable Interest PeriodPeriod thereof, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest PeriodPeriod or convert such LIBOR Loans to Base Rate Loans; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000100,000 in excess thereof. (b) The Company Loan Party Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Loan Party Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Loan Party Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyLoan Party Representative, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Parent on behalf of the Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or other than Swing Loans) (or, if the same is to be converted into a LIBOR loan, any part thereof in an aggregate amount not less than Two Hundred Fifty Thousand Dollars ($500,000 or a higher integral multiple of $100,000250,000) into Loans (other than Swing Loans) of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than Two Hundred Fifty Thousand Dollars ($500,000 or a higher integral multiple of $100,000250,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least Two Hundred Fifty Thousand Dollars ($500,000 and an integral multiple of $100,000250,000). (b) The Company Parent on behalf of the Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans (other than Swing Loans), 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. The Administrative Agent shall have no liability to the Parent or the other Borrowers or any other Person as a result of acting on any telephonic request that the Administrative Agent believes in good faith to have been made by any Person authorized by the Parent and the other Borrowers to make any such conversion or continuation request on behalf of the Parent and the other Borrowers. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Parent on behalf of the Borrowers has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Parent on behalf of the Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyParent on behalf of the Borrowers, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 100,000 a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that provided, after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 100,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than than: (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Aw) the proposed date of conversion or continuation; (Bx) the aggregate amount of Loans to be converted or continued; (Cy) the type of Loans resulting from the proposed conversion or continuation; and (Dz) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher 5,000,000 and an integral multiple of $100,0001,000,000) into Loans of the other type; or; (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurocurrency Rate Loans denominated in the same currency having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher 5,000,000 and an integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurocurrency Rate Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 Noon, Chicago time, on the proposed date of such conversion and conversion, (ii) in the case of conversion into or continuation of LIBOR LoansEurocurrency Rate Loans denominated in Dollars, 11:00 A.M.12:00 Noon, Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, and (iii) in the case of conversion into, or continuation of Eurocurrency Rate Loans denominated in a Foreign Currency, 12:00 Noon, Chicago time, at least four Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount and currency of Loans to be converted or continued; (C) the type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or continuation of, LIBOR Eurocurrency Rate Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurocurrency Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurocurrency Rate Loans, the Company shall be deemed to have elected to convert such LIBOR Eurocurrency Rate Loans into Base Rate Loans effective on the last day of such Interest Period; provided, that if such Eurocurrency Rate Loans are not denominated in Dollars then the Company shall be deemed to have elected to continue such Eurocurrency Rate Loans for an additional one month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurocurrency Rate Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or or, for conversion into Eurodollar Loans, any part thereof in an aggregate amount not less than $500,000 100,000.00 or a higher integral multiple of $100,000100,000.00) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000.00 or a higher integral multiple of $100,000100,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 100,000.00 and an integral multiple of $100,000100,000.00. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Revolving Loan into a higher integral multiple of $100,000) into Loans Loan of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 3,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, 10:00 a.m. on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, 10:00 a.m. at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of Revolving Loans to be converted or continued; (C3) the type of Revolving Loans resulting from the proposed conversion or continuation; and (D4) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, the Company may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of a LIBOR Loan on a day other than the last day any Event of an Interest Period therefor shall be subject to Section 8.4Default or Unmatured Event of Default.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (outstanding Revolving Loan denominated in Dollars or any part thereof in an aggregate amount not less than $500,000 outstanding Term Loan into a Revolving Loan or a higher integral multiple of $100,000) into Loans Term Loan, as applicable, of the other typeType applicable thereto; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Borrowing of Eurocurrency Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than the Dollar Equivalent Amount of $500,000 3,000,000 or a higher integral multiple of $100,000500,000 units of the Applicable Currency) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company applicable Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation continuation, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, 10:00 a.m. on the proposed date of such conversion and conversion; (ii) in the case of conversion into Canadian Prime Rate Loans, 10:00 a.m. on the proposed date of such conversion, (iii) in the case of conversion into Daily Floating LIBOR Loans, 10:00 a.m. (Local Time) on the proposed date of such conversion; and (iv) in the case of a conversion into or continuation of LIBOR Eurocurrency Loans, 11:00 A.M., Chicago time, 10:00 a.m. (Local Time) at least (x) three Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Eurodollar Loans or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Alternative Currency Loans, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount and currency of Loans to be converted or continued; (C3) the type Type of Loans resulting from the proposed conversion or continuation; and; (D4) in the case of conversion intointo (in the case of Eurodollar Loans), or continuation of, LIBOR Eurocurrency Loans, the duration of the requested Interest Period therefor; and (5) whether the conversion or continuation applies to Term Loans or Revolving Loans. (c) If upon the expiration of any Interest Period applicable to LIBOR any Borrowing of Eurocurrency Loans, the Company applicable Borrower has failed to timely select timely a new Interest Period to be applicable to such LIBOR LoansBorrowing, the Company such Borrower shall be deemed to have elected to convert continue such LIBOR Loans into Base Rate Loans for a one-month Interest Period effective on the last day of such expiring Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation Loan Notice pursuant to this Section 2.2.3 or, if no timely notice is provided by the Companyapplicable Borrower, of the details of any automatic conversionconversion or continuation. (e) Any conversion During the existence of a any Event of Default or Unmatured Event of Default, if the Required Lenders elect to prohibit such Conversion or Continuation, no Borrower may elect to have (i) Base Rate Loans or Daily Floating LIBOR Loan Loans converted into, or any Borrowing of Eurodollar Loans continued as, Eurodollar Loans; (ii) Canadian Prime Rate Loans converted into, or any Borrowing of Eurocurrency Loans denominated in Canadian Dollars continued as, Eurocurrency Loans; or (iii) any Borrowing of Eurocurrency Loans in an Alternative Currency (other than, with respect to Domestic Borrowers and Canadian Borrowers, Canadian Dollars) continued for an Interest Period longer than one month. (f) If (i) the Loans become due and payable pursuant to Section 12.2 or (ii) an Event of Default exists and has been continuing for 30 consecutive days, then the Required Lenders may require, by notice to the Borrowers and the Administrative Agent, that all outstanding Eurocurrency Loans in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent Amount thereof on a day other than the last day of an the then current Interest Period therefor shall with respect thereto (unless repaid prior to such date). (g) No Borrower may submit a Loan Notice with respect to a Loan in a specified currency requesting a conversion or continuation of such Loan into a different currency; any such Loan must be subject to Section 8.4prepaid in the original currency of such Loan and reborrowed in the other currency.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.5.1, the Company Borrowers may, upon irrevocable written notice by Representative to the Administrative Agent Lender in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or and a higher integral multiple of $100,000250,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000250,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000250,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent Lender of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Funds Administrator may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: : (A) iA elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or or (B) iiA elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 100,000 and an integral multiple of $100,000. . (b) bi The Company Funds Administrator shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: : (A) iA the proposed date of conversion or continuation; ; (B) iiA the aggregate amount of Loans to be converted or continued; ; (C) iiiA the type of Loans resulting from the proposed conversion or continuation; and and (D) ivA in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. . (c) ci If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company Funds Administrator has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company Funds Administrator shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. . (d) di The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyFunds Administrator, of the details of any automatic conversion. . (e) ei Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.49.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000500,000. A LIBOR Loan shall automatically renew for the Interest Period specified in the initial notice received by the Administrative Agent pursuant to this Agreement at the end current LIBOR Period unless as specified above the Company, pursuant to a subsequent notice received by the Administrative Agent, shall elect a different Interest Period or the conversion of all or a portion of such LIBOR Loan to a Base Rate Loan. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least at least two Business Days (but if there is more than one Lender, then such time period shall be three Business Days Days) prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans a new LIBOR Loan effective on the last day of such Interest Period for the same Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Co-Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,0001,000,000. (b) The Company Co-Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has Co-Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Co-Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyCo-Borrowers, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 250,000.00 a higher integral multiple of $100,000250,000.00) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 250,000.00 or a higher integral multiple of $100,000250,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 250,000.00 and an integral multiple of $100,000250,000.00. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.a.m., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.a.m., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice Notice of conversion or continuation Conversion/Continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than Five Hundred Thousand and No/100 Dollars ($500,000 500,000.00) or a higher integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) into Loans of the other typeType; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than One Million and No/100 Dollars ($500,000 1,000,000.00) or a higher integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least One Million and No/100 Dollars ($500,000 1,000,000.00) and an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00). (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount of Loans to be converted or continued; (C) the type Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.10:00 a.m., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.10:00 a.m., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Base Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.2, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans Group of Tranches (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) into Loans Tranches of the other typeType; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans Group of Eurodollar Tranches having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate LoansTranches, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR LoansEurodollar Tranches, 11:00 9:00 A.M., Chicago time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of Loans the Tranches to be converted or continued; (C3) the type Type of Loans Tranches resulting from the proposed conversion or continuation; and (D4) in the case of conversion into, or continuation of, LIBOR LoansEurodollar Tranches, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Tranche, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Tranche, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Tranche into a Base Rate Loans Tranche effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of an Event of Default or Unmatured Event of Default, the Company may not elect to have any portion of a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Tranche.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:-------------------------------------- ------- (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepaymentrepayment, conversion or continuation, -------- the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent Lender of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 orwill, if no timely notice is provided by the Company, notify the Company of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Revolving Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; provided that a LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such LIBOR Loan unless the Company shall pay all amounts due hereunder in connection with any such conversion; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion no Unmatured Event of Default or continuation, the aggregate principal amount Event of each Group of LIBOR Loans Default shall have occurred and then be at least $500,000 and an integral multiple of $100,000continuing. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago New York City time, on three (3) Business Day prior to the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago New York City time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case:specifying (A) the proposed date of conversion or continuation; (B) the aggregate amount of Loans to be converted or continued; (C) the type of Revolving Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (ai) Subject to Section 2.2.12.2(a), the Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A1) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 5,000,000 a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (B2) elect, as of the last day of the applicable Term SOFR Interest Period, to continue any LIBOR SOFR Loans bearing interest based on Term SOFR having Term SOFR Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) for a new Term SOFR Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR SOFR Loans bearing interest based on Term SOFR shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (bii) The Company Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR SOFR Loans, 11:00 10:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR LoansSOFR Loans bearing interest based on Term SOFR, the duration of the requested Term SOFR Interest Period therefor. (ciii) Each notice of Continuation shall be irrevocable by and binding on Borrower once given. If upon the expiration of any Term SOFR Interest Period applicable to LIBOR SOFR Loans, the Company Borrower has failed to select timely a new Term SOFR Interest Period to be applicable to such LIBOR SOFR Loans, the Company Borrower shall be deemed to have elected to convert such LIBOR SOFR Loans into Base Rate Loans ​ ​ effective on the last day of such Term SOFR Interest PeriodPeriod OR continue such SOFR Loan as a SOFR Loan with the Term SOFR Interest Period previously selected by Borrower for such Loan. If a Default or Event of Default shall have occurred and be continuing, Agent may, or if directed by the Required Lenders shall, convert such SOFR Loan on the last day of the current Term SOFR Interest Period therefor, convert to a Base Rate Loan. (div) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2(c) or, if no timely notice is provided by the CompanyBorrower, of the details of any automatic conversion. (ev) Any conversion of a LIBOR SOFR Loan on a day other than the last day of an a Term SOFR Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than Five Hundred Thousand and No/100 Dollars ($500,000 500,000.00) or a higher integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than One Million and No/100 Dollars ($500,000 1,000,000.00) or a higher integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least One Million and No/100 Dollars ($500,000 1,000,000.00) and an integral multiple of One Hundred Thousand and No/100 Dollars ($100,000100,000.00). (b) The Company shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 and an integral multiple of $100,000. No conversion of any Base Rate Loan to a Eurodollar Loan pursuant to Section 2.2.3(a)(i), or any continuation of any Eurodollar Loan pursuant to Section 2.2.3(a)(ii), shall be permitted so long as any Event of Default or Unmatured Event of Default exists. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.3.1, the Company Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part Table of Contents thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,0001,000,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or Loans(or any part thereof in an aggregate amount not less than $500,000 300,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 300,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 300,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.2, -------------------------------------- ----------- the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:: ---------- (Ai) elect, as of any Business Day, to convert any Loans Group of Tranches (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) into Loans Tranches of the other typeType; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans Group of Eurodollar Tranches having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate LoansTranches, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR LoansEurodollar Tranches, 11:00 9:00 A.M., Chicago time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of Loans the Tranches to be converted or continued; (C3) the type Type of Loans Tranches resulting from the proposed conversion or continuation; and (D4) in the case of conversion into, or continuation of, LIBOR LoansEurodollar Tranches, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Tranche, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Tranche, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Tranche into a Base Rate Loans Tranche effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.3 or, if no ----------- timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of an Event of Default or Unmatured Event of Default, the Company may not elect to have any portion of a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Tranche.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.10:00 a.m., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.10:00 a.m., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Revolving Loans or Term A Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000250,000) into Revolving Loans or Term A Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans or Term A Loans that are then LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000250,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of Revolving Loans or Term A Loans that are then LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000250,000. (b) The Company Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion of Revolving Loans or Term A Loans into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of Revolving Loans or Term A Loans that are then LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount of such Revolving Loans or Term A Loans (as the case may be) to be converted or continued; (C) the type of such Revolving Loans or Term A Loans (as the case may be) resulting from the proposed conversion or continuation; and (D) in the case of conversion of such Revolving Loans or Term A Loans (as the case may be) into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to such Revolving Loans or Term A Loans (as the case may be) as LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice Notice of conversion or continuation Conversion/Continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of any Revolving Loans or Term A Loans (as the case may be) to a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than of at least $500,000 or a higher and an integral multiple of $100,000) into Loans of the other typeType; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of at least $500,000 or a higher 1,000,000 and an integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, A.M. on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, A.M. at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount of Loans to be converted or continued; (C) the type Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000.; (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago Minneapolis time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago Minneapolis time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans or Fixed Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans or Agent has failed to approve a new Interest Period to be applicable to such Fixed Rate Loans, the Company shall be deemed to have elected to convert such LIBOR Loans or Fixed Rate Loans, as applicable, into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day date of an Interest Period therefor shall be subject to Section 8.48.4 and any conversion of a Fixed Rate Loan on a day other than the last date of an Interest Period therefor shall be subject to Section 5.2(b). (e) Following receipt of a Notice of Conversion/Continuation, Agent shall promptly notify each Lender of such notice, and if no timely Notice of Conversion/Continuation is provided by the Company, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.2.3(c). All conversions and continuation of Loans must be made uniformly and ratably among the Lenders.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) A. elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 500,000.00 a higher integral multiple of $100,000100,000.00) into Loans of the other type; or (B) B. elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 500,000.00 or a higher integral multiple of $100,000100,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 500,000.00 and an integral multiple of $100,000100,000.00. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) A. the proposed date of conversion or continuation; (B) B. the aggregate amount of Loans to be converted or continued; (C) C. the type of Loans resulting from the proposed conversion or continuation; and (D) D. in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.3.1, the Company Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans under the applicable Revolving Loan Commitment under which such LIBOR Loan was advanced shall be at least $500,000 1,000,000 and an integral multiple of $100,0001,000,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, -------------------------------------- ------------- the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:: ---------- (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other typeType; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, pursuant to a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F Continuation or telephonic notice (followed immediately by written confirmation thereof pursuant to a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 10:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the aggregate amount of Loans to be converted or continued; (Ciii) the type Type of Loans resulting from the proposed conversion or continuation; (iv) whether the Loans to be converted or continued are Revolving Loans or Term Loans; and (Dv) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR a Group of Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender applicable Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 ------------- or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company Borrowers shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert continue such LIBOR Loans into Base Rate as LIBOR Loans having the same Interest Period effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.2, the -------------------------------------- ----------- Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:: ---------- (Ai) elect, as of any Business Day, to convert any Loans Group of Tranches (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) into Loans Tranches of the other typeType; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans Group of Eurodollar Tranches having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000U.S.$500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate LoansTranches, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR LoansEurodollar Tranches, 11:00 9:00 A.M., Chicago time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the aggregate amount of Loans the Tranches to be converted or continued; (Ciii) the type Type of Loans Tranches resulting from the proposed conversion or continuation; and (Div) in the case of conversion into, or continuation of, LIBOR LoansEurodollar Tranches, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Tranche, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Tranche, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Tranche into a Base Rate Loans Tranche effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.3 or, if no timely ----------- notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of an Event of Default or Unmatured Event of Default, the Company may not elect to have any portion of a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Tranche.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 5,000,000 a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause subsection (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Revolving Loan into a higher integral multiple Revolving Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans (excluding Fronted Offshore Currency Loans) having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, a Dollar Equivalent of $500,000 or a higher 3,000,000 and an integral multiple of 1,000,000 units of the applicable currency, and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, a Dollar Equivalent of $100,0001,000,000 and an integral multiple of 250,000 units of the applicable currency) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company applicable Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago 1:30 p.m. (local time, ) on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago 10:00 a.m. (local time, ) at least three (x) two Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Eurodollar Loans denominated in Dollars, (y) four Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be continued as Offshore Currency Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, and (z) the number of Business Days determined by the Administrative Agent to be customary for its syndicated credit facilities, if the applicable Loans are to be continued as Offshore Currency Loans in a currency not covered by the preceding clause (y), specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company applicable Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company such Borrower shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the Companyapplicable Borrower, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, no Borrower may elect to have a LIBOR Loan converted into or continued as a Eurodollar Loan. (f) During the existence of an Event of Default, the Required Banks may require, by notice to the Borrowers and the Administrative Agent, that all outstanding Eurodollar Loans denominated in an Alternate Currency be prepaid, or be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on a day other than the last day of an the then current Interest Period therefor shall be subject to Section 8.4with respect thereto.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Revolving Loans (of one type or any part thereof into Revolving Loans of the other type (provided, in the case of any conversion to a LIBOR Loan, such part thereof is in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type); or (Bii) elect, as of the last day of the applicable Interest PeriodPeriod thereof, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest PeriodPeriod or convert such LIBOR Loans to Base Rate Loans; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and or an integral multiple of $100,000100,000 in excess thereof. (b) The Company Loan Party Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the aggregate amount of Revolving Loans to be converted or continued; (Ciii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (Div) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Loan Party Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Loan Party Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyLoan Party Representative, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Revolving Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; provided that a LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such LIBOR Loan unless the Company shall pay all amounts due hereunder in connection with any such conversion; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion no Unmatured Event of Default or continuation, the aggregate principal amount Event of each Group of LIBOR Loans Default shall have occurred and then be at least $500,000 and an integral multiple of $100,000continuing. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago New York City time, on three (3) Business Day prior to the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago New York City time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount of Loans to be converted or continued; (C) the type of Revolving Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 250,000.00 a higher integral multiple of $100,000250,000.00) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 250,000.00 or a higher integral multiple of $100,000250,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 250,000.00 and an integral multiple of $100,000250,000.00. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:E or (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice Notice of conversion or continuation Conversion/Continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.4.1, the Company Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans under the applicable Revolving Loan Commitment under which such LIBOR Loan was advanced shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert reborrow such LIBOR Loans into Base Rate as LIBOR Loans with an Interest Period of one month effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000.00 a higher integral multiple of $100,0001,000,000.00) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000.00 or a higher integral multiple of $100,0001,000,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000.00 and an integral multiple of $100,0001,000,000.00. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, -------- the aggregate principal amount of each Group of LIBOR all Eurodollar Loans having the same Interest Period shall be at least $500,000 and 100,000 or an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent Bank of each proposed conversion or continuation not later than (i) in the case of conversion into Base Prime Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Prime Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice (or telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 3,000,000 and an integral multiple of $100,0001,000,000 in excess thereof, for a new Interest Period (or, in any event, $486,827,669). (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago 1:30 p.m. (New York City time, ) on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, 2:00 p.m. (Local Time) at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) [reserved]; (3) the aggregate amount of Loans to be converted or continued; (C4) the type of Loans resulting from the proposed conversion or continuation; and (D5) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert continue such LIBOR Loans into Base Rate Loans Eurodollar Loan with a one-month Interest Period effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the Company, of the details of any automatic conversioncontinuation. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 200,000 or a higher integral multiple of $100,00050,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,00050,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans Loan shall be at least $500,000 and an integral multiple of $100,00050,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.1:00 P.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. The acceptance by the Administrative Agent of a Notice of Conversion/Continuation with respect to a conversion into or continuation of a LIBOR Loan is subject to the condition that no Event of Default or Unmatured Event of Default exists at the time of such request. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1Sections 2.2.1 and 2.2.2(c), the Company Borrower may, upon irrevocable written notice to the Administrative Agent Lender in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 100,000 and a higher integral multiple of $100,00025,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,00025,000) for a new Interest Period; provided provided, that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 100,000 and an integral multiple of $100,00025,000. (b) The Company Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent Lender of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans Loan shall be at least $500,000 1,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago St. Louis, Missouri time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago St. Louis, Missouri time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans a new LIBOR Loan with the same Interest Period as the prior LIBOR Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple of $100,000) into Loans Loan of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than of $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company Borrower shall give written notice or telephonic notice (each such followed promptly by written notice, a “Notice of Conversion/Continuation”confirmation thereof) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, a.m. on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, a.m. at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company Borrower has failed to timely select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company Borrower shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyBorrower, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of a LIBOR Loan on a day other than the last day any Event of an Interest Period therefor shall be subject to Section 8.4Default or Unmatured Event of Default.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (outstanding Base Rate Loan into a Eurodollar Loan or any part thereof in an aggregate amount not less than $500,000 or outstanding Eurodollar Loan into a higher integral multiple of $100,000) into Loans of the other typeBase Rate Loan; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurocurrency Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate the applicable amount not less than $500,000 or required for a higher integral multiple of $100,000Group pursuant to Section 2.2.1) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, Period in the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000same currency. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than 10:00 a.m., Chicago time, (i) in the case of conversion of Eurodollar Loans into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and conversion, (ii) in the case of a conversion of Base Rate Loans into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, and (iii) in the case of continuation of Eurocurrency Loans in a currency other than Dollars, at least four Business Days prior to the proposed date of such continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of the Revolving Loans to be converted or continued; (C3) the type Type of Revolving Loans resulting from the proposed conversion or continuation; and (D4) in the case of a continuation of Eurocurrency Loans denominated in a currency other than Dollars or conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurocurrency Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurocurrency Loans, the Company shall be deemed to have elected to convert continue such LIBOR Eurocurrency Loans into Base Rate Loans effective on the last day of such for a one-month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic continuation or conversion. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Revolving Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,0001,000,000) into Loans of the other type; oror 1377643.07 (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans a new LIBOR Loan with the same Interest Period as the prior LIBOR Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (outstanding Floating Rate Loan into a Eurodollar Loan or any part thereof in an aggregate amount not less than $500,000 or outstanding Eurodollar Loan to a higher integral multiple of $100,000) into Loans of the other typeFloating Rate Loan; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any Group of Yen LIBOR Loans or Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate the applicable amount not less than $500,000 or required for a higher integral multiple of $100,000Group pursuant to Section 2.2.1) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion of Eurodollar Loans into Base Floating Rate Loans, 11:00 A.M.a.m., Chicago New York time, on the proposed date of such conversion and conversion, (ii) in the case of continuation of Yen LIBOR Loans, 11:00 a.m., New York time, at least five Business Days prior to the proposed date of such continuation, and (iii) in the case of a conversion of Floating Rate Loans into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.a.m., Chicago New York time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount and currency of the Loans to be converted or continued; (C3) the type of Loans resulting from the proposed conversion or continuation; and (D4) in the case of continuation of Yen LIBOR Loans or conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to Yen LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such Yen LIBOR Loans, the Company shall be deemed to have elected to continue such Yen LIBOR Loans for a one-month Interest Period. (d) If upon expiration of any Interest Period applicable to Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Floating Rate Loans effective on the last day of such Interest Period. (de) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic continuation or conversion. (ef) Any conversion Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Floating Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) as a Eurodollar Loan for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago San Francisco time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 9:00 A.M., Chicago San Francisco time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount of not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount of not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000.00 or a higher integral multiple of $100,000100,000.00) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000.00 or a higher integral multiple of $100,000100,000.00) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an 1,000,000.00 or a higher integral multiple of $100,000100,000.00. (b) The Company shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.1:00 P.M., Chicago Detroit time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago Detroit time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000250,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any Loans that are then LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000250,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of Loans that are then LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000250,000. (b) The Company Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F D or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion of Loans into Base Rate Loans, 11:00 A.M., Chicago Cleveland time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of Loans that are then LIBOR Loans, 11:00 A.M., Chicago Cleveland time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (B) the aggregate amount of such Loans to be converted or continued; (C) the type of such Loans resulting from the proposed conversion or continuation; and (D) in the case of conversion of such Loans into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to such Loans as LIBOR Loans, the Company has Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice Notice of conversion or continuation Conversion/Continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyBorrowers, of the details of any automatic conversion. (e) Any conversion of any Loans to a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof outstanding Revolving Loan denominated in an aggregate amount not less than $500,000 or Dollars into a higher integral multiple of $100,000) into Loans Revolving Loan of the other typeType applicable thereto; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Borrowing of Eurocurrency Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than the Dollar Equivalent of $500,000 3,000,000 or a higher integral multiple of $100,000500,000 units of the Applicable Currency) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company applicable Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation continuation, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.10:00 a.m. on the proposed date of such conversion; (ii) in the case of conversion into Canadian Prime Rate Loans, Chicago time, 10:00 a.m. on the proposed date of such conversion and (iiiii) in the case of a conversion into or continuation of LIBOR Eurocurrency Loans, 11:00 A.M., Chicago time, 10:00 a.m. (Local Time) at least (x) three Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Eurodollar Loans or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Alternative Currency Loans, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of Revolving Loans to be converted or continued; (C3) the type Type of Revolving Loans resulting from the proposed conversion or continuation; and (D4) in the case of conversion intointo (in the case of Eurodollar Loans), or continuation of, LIBOR Eurocurrency Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR any Borrowing of Eurocurrency Loans, the Company applicable Borrower has failed to timely select timely a new Interest Period to be applicable to such LIBOR LoansBorrowing, the Company such Borrower shall be deemed to have elected (i) in the case of Eurodollar Loans, to convert such LIBOR Loans into Base Rate Loans effective on the last day of such expiring Interest Period and (ii) in any other case, to continue such Loans for a one-month Interest Period effective on the last day of such expiring Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation Loan Notice pursuant to this Section 2.2.3 or, if no timely notice is provided by the Companyapplicable Borrower, of the details of any automatic conversionconversion or continuation. (e) Any conversion During the existence of a LIBOR Loan any Event of Default or Unmatured Event of Default, no Borrower may (unless the Required Lenders otherwise consent) elect to have (i) Base Rate Loans converted into, or any Borrowing of Eurodollar Loans continued as, Eurodollar Loans; (ii) Canadian Prime Rate Loans converted into, or any Borrowing of Eurocurrency Loans denominated in Canadian Dollars continued as, Eurocurrency Loans; or (iii) any Borrowing of Eurocurrency Loans in an Alternative Currency (other than, with respect to Domestic Borrowers and Canadian Borrowers, Canadian Dollars) continued for an Interest Period longer than one month. (f) If (i) the Loans become due and payable pursuant to Section 12.2 or (ii) an Event of Default exists and has been continuing for 30 consecutive days, then the Required Lenders may require, by notice to the Borrowers and the Administrative Agent, that all outstanding Eurocurrency Loans in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof on a day other than the last day of an the then current Interest Period therefor shall with respect thereto (unless repaid prior to such date). (g) No Borrower may submit a Loan Notice with respect to a Loan in a specified currency requesting a conversion or continuation of such Loan into a different currency; any such Loan must be subject to Section 8.4prepaid in the original currency of such Loan and reborrowed in the other currency.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Revolving Loan into a higher integral multiple of $100,000) into Loans Revolving Loan of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher an integral multiple of $100,000thereof) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, 12:00 noon on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, 12:00 noon at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company such Eurodollar Loans shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Base Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 200,000 or a higher integral multiple of $100,00050,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Term SOFR Interest Period, to continue any LIBOR SOFR Loans bearing interest based on Term SOFR having Term SOFR Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 200,000 or a higher integral multiple of $100,00050,000) for a new Term SOFR Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR SOFR Loans bearing interest based on Term SOFR shall be at least $500,000 200,000 and an integral multiple of $100,00050,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR SOFR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR LoansSOFR Loans bearing interest based on Term SOFR, the duration of the requested Term SOFR Interest Period therefor, which shall be one month unless an alternative tenor has been added to the definition of Term SOFR Interest Period. The acceptance by the Administrative Agent of a Notice of Conversion/Continuation with respect to a conversion into or continuation of a SOFR Loan is subject to the condition that no Event of Default or Unmatured Event of Default exists at the time of such request. (c) If upon the expiration of any Term SOFR Interest Period applicable to LIBOR SOFR Loans, the Company has failed to select timely a new Term SOFR Interest Period to be applicable to such LIBOR SOFR Loans, the Company shall be deemed to have elected to convert continue such LIBOR SOFR Loans into Base Rate Loans effective on the last day with a Term SOFR Interest Period of such Interest Periodone month. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversioncontinuation. (e) Any conversion of a LIBOR SOFR Loan on a day other than the last day of an a Term SOFR Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, pursuant to a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F Continuation or telephonic notice (followed immediately by written confirmation thereof pursuant to a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 10:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000100,00) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.noon, Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.noon, Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 2,000,000 a higher integral multiple of $100,000500,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 2,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 $ 2,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.Noon, Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.Noon, Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefortherefore. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor therefore shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.5.1, the Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F C or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.44.2.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent Lender in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 250,000 and a higher integral multiple of $100,00050,000) into Loans of the other type; or or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 250,000 or a higher integral multiple of $100,00050,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 250,000 and an integral multiple of $100,00050,000. (b) The Company Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F D or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent Lender of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion conversion, and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of at least $100,000500,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three two (2) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyCompany Representative, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (outstanding Base Rate Loan into a Eurodollar Loan or any part thereof in an aggregate amount not less than $500,000 or outstanding Eurodollar Loan into a higher integral multiple of $100,000) into Loans of the other typeBase Rate Loan; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate the applicable amount not less than $500,000 or required for a higher integral multiple of $100,000Group pursuant to Section 2.2.1) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than 10:00 a.m., Chicago time, (i) in the case of conversion of Eurodollar Loans into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of at least three Business Days prior to such conversion and (ii) in the case of a conversion of Base Rate Loans into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of the Loans to be converted or continued; (C3) the type Type of Loans resulting from the proposed conversion or continuation; and (D4) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert continue such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such for a one-month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic continuation or conversion. (e) Any conversion Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:: 1240807.08 (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount of not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount of not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowing Agent may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, subject to the limitations contained in this Agreement to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000portion thereof) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0002,500,000. (b) The Company Borrowing Agent shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.a.m., Chicago Chicago, Illinois time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.a.m., Chicago Chicago, Illinois time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Borrowing Agent has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowing Agent shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyBorrowing Agent, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) into Loans of the other another type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice Notice of conversion or continuation Conversion/Continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that (i) the Loan Parties may not borrow, convert to, or continue, more than eighteen (18) Fixed Rate Loans, in the aggregate, in any calendar year, and (ii) after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 100,000 or a higher integral multiple of $100,000, and an the aggregate principal amount of each Group of Fixed Rate Loans shall be at least $200,000 or a higher integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago Minneapolis time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago Minneapolis time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans or Fixed Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans or Agent has failed to approve a new Interest Period to be applicable to such Fixed Rate Loans, the Company shall be deemed to have elected to convert such LIBOR Loans or Fixed Rate Loans, as applicable, into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day date of an Interest Period therefor shall be subject to Section 8.48.4 and any conversion of a Fixed Rate Loan on a day other than the last date of an Interest Period therefor shall be subject to Section 5.2(b). (e) Following receipt of a Notice of Conversion/Continuation, Agent shall promptly notify each Lender of such notice, and if no timely Notice of Conversion/Continuation is provided by the Company, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.2.3(c). All conversions and continuation of Loans must be made uniformly and ratably among the Lenders.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that provided, however, after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 100,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than than: (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Aw) the proposed date of conversion or continuation; (Bx) the aggregate amount of Loans to be converted or continued; (Cy) the type of Loans resulting from the proposed conversion or continuation; and (Dz) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) : elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,000) into Loans of the other type; or (B) or elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) . The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 10:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) : the proposed date of conversion or continuation; (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) and in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) . If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) . The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) . Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an or a higher integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.12.4.1, the Company may, upon irrevocable written notice (substantially in the form of Exhibit B) to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans of one type within a facility (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans (within the same facility) of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans within a facility having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 3,000,000 or a higher integral multiple of $100,000500,000) for a new Interest PeriodPeriod (within the same facility); provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans within a facility shall be at least $500,000 3,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.noon, Chicago Detroit time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.noon, Chicago Detroit time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the applicable facility and the aggregate amount of Loans to be converted or continuedcontinued within such facility; (Ciii) the type of Loans within the applicable facility resulting from the proposed conversion or continuationcontinuation within such facility; and (Div) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Revolving Loan Facility Bank or Line of Credit Bank, as applicable, of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (ed) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.47.4. (e) If, (a) the Agent does not receive payment of all outstanding principal and accrued interest in respect of any outstanding Eurodollar Rate Loan on the last day of the Interest Period applicable thereto, or does not receive a timely written request for borrowing hereunder pursuant to Sections 2.3.1 or 2.4.2 or a written request for conversion or continuation of such Loan pursuant to Section 2.4.3, or (b) if on the last day of the applicable Interest Period an Unmatured Event of Default or an Event of Default shall have occurred and be continuing, then, on the last day of the applicable Interest Period the principal amount of any Eurodollar Rate Loan which has not been prepaid shall, absent a contrary election of the Required Revolving Loan Facility Banks or Required Line of Credit Banks, as applicable, be converted automatically to a Base Rate Loan and the Agent shall thereafter promptly notify the Company of said action.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:-------------------------------------- ------- (Ai) elect, as of any Business Day, to convert any Revolving Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) into Revolving Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, pursuant to a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F Continuation or telephonic notice (followed immediately by written confirmation thereof pursuant to a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 10:00 A.M., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 10:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the aggregate amount of Revolving Loans to be converted or continued; (Ciii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (Div) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no ------------- timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 2,066,204.74 or a higher integral multiple of $100,000413,240.95) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 2,066,204.74 or a higher integral multiple of $100,000413,240.95) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 2,066,204.74 and an integral multiple of $100,000413,240.95, in each case, determined in connection with any prepayment, conversion or continuation made under the Existing Bank Credit Agreement concurrently herewith and subject to adjustment in the event that any loans have been advanced by the Existing Bank Credit Agreement Lenders pursuant to Section 10.1(c) of the Waiver and Omnibus Amendment Agreement remains outstanding and unpurchased. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Floating Rate Loans, 11:00 A.M.10:00 a.m., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.10:00 a.m., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Floating Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Floating Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Revolving Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.10:00 a.m., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.10:00 a.m., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.4 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Base Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company each Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Eurodollar Loans or Base Rate Loans extended to such Borrower (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans extended to such Borrower having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 5,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 5,000,000 and an integral multiple of $100,0001,000,000. (b) The Company applicable Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If If, upon the expiration of any Interest Period applicable to LIBOR LoansEurodollar Loans extended to any Borrower, the Company such Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company such Borrower shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender holding a Loan in the applicable Facility of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Companyapplicable Borrower, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent Lender in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,00050,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,00050,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,00050,000. (b) The Company shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent Lender of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 P.M., Chicago timeChicago/Central Time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 P.M., Chicago timeChicago/Central Time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent Lender will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section the provisions of SECTION 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause CLAUSE (bB) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple Loan of $100,000) into Loans of the other a different type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than t han $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.10:00 a.m., Chicago time, on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.10:00 a.m., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 SECTION 2.2 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion Unless the Required Banks otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Base Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a any higher integral multiple of $100,000500,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.12:00 noon, Chicago Grand Rapids time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.12:00 noon, Chicago Grand Rapids time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyRepresentative, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (ai) Subject to Section 2.2.1SECTION 2.2(A), the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:SECTION 2.2(D)(ii): (Aa) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or Eurodollar Loan into a higher integral multiple of $100,000) into Loans of the other type; orBase Rate Loan; (Bb) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that or (c) elect, as of any Business Day, to convert any Base Rate Loan into a Eurodollar Loan; PROVIDED that, after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 and an integral multiple of $100,00050,000 and the aggregate principal amount of each Base Rate Loan shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000. (bii) The Company Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.A.M. (Chicago, Chicago Illinois time), on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.A.M. (Chicago, Chicago Illinois time), at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Aa) the proposed date of conversion or continuation; (Bb) the aggregate amount of Loans to be converted or continued; (Cc) the type of Loans resulting from the proposed conversion or continuation; and (Dd) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (ciii) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (div) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 SECTION 2.2(D) or, if no timely notice is provided by the CompanyBorrowers, of the details of any automatic conversion. (ev) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section SECTION 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:-------------------------------------- (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or 1,000,000 a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or -------- continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company Loan Parties shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of --------------------------------- Exhibit F E or telephonic notice (followed immediately by a Notice of --------- Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has Loan Parties have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Loan Parties shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyLoan Parties, of ------------- the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.a.m., Chicago Los Angeles time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.a.m., Chicago Los Angeles time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: case (A) the proposed date of conversion or continuation; , (B) the aggregate amount of Loans to be converted or continued; , (C) the type of Loans resulting from the proposed conversion or continuation; and continuation and (D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.. 600198569v6 (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such any LIBOR LoansLoan pursuant to Section 2.2(b)(ii), the Company shall be deemed to have elected to convert continue such LIBOR Loans into Base Rate Loans effective on the last day Loan as a LIBOR Loan having an Interest Period of such Interest Periodone month. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice by the Borrower Representative to the Administrative Agent Lender in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company Borrower Representative shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent Lender of each request for the proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.2:00 P.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Borrower Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4. (e) The Lender shall promptly notify the Borrower Representative of its decision whether to accept or reject any request for a continuation or conversion pursuant to this Section 2.2.3 and in the event the Lender fails to respond or fails to make any requested conversion or continuation of a Loan on the date requested therefor, Lender shall be assumed to have accepted Borrowers’ request for the same.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or outstanding Loan into a higher integral multiple of $100,000) into Loans Loan of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Group of Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than of $500,000 20,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company Borrower shall give written notice or telephonic notice (each such followed promptly by written notice, a “Notice of Conversion/Continuation”confirmation thereof) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, a.m. on the proposed date of such conversion conversion; and (ii) in the case of a conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, a.m. at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansany Eurodollar Loan, the Company Borrower has failed to timely select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company Borrower shall be deemed to have elected to convert continue such LIBOR Loans into Base Rate Loans Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, effective on the last day of such the previous Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyBorrower, of the details of any automatic conversion. (e) Any conversion Unless the Required Lenders otherwise consent, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of a LIBOR Loan on a day other than the last day any Event of an Interest Period therefor shall be subject to Section 8.4Default or Unmatured Event of Default.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) into Loans of the other type; or or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; 19 provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F Error! Reference source not found. or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; ; (Bii) the aggregate amount of Loans to be converted or continued; ; (Ciii) the type of Loans resulting from the proposed conversion or continuation; and and (Div) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Eurodollar Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Eurodollar Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the a requesting Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 100,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and 100,000 or an integral multiple of $100,000. (b) The A requesting Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the applicable Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the such Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the applicable Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher 1,000,000 and an integral multiple of $100,00050,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher 1,000,000 and an integral multiple of $100,00050,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,00050,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the a Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof thereof) in an aggregate amount not less than $500,000 or 1,000,000 and a higher integral multiple of $100,000) 250,000 into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof thereof) in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) 250,000 for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The applicable Company shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the applicable Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the such Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the applicable Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000. (b) The Company Borrowers shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three two Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyBorrowers, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the notice and request procedures of Section 2.2.1, the Company ------------- Borrower may, from time to time, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) into Loans of the other type; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans Eurodollar Loan having an Interest Periods Period expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,0001,000,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into a Base Rate LoansLoan, 11:00 A.M.12:00 P.M., Chicago time, on at least three Business Days prior to the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loansa Eurodollar Loan, 11:00 A.M.12:00 P.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (Ai) the proposed date of conversion or continuation; (Bii) the aggregate amount of Loans the Loan to be converted or continued; (Ciii) the type of Loans Loan resulting from the proposed conversion or continuation; and (Div) in the case of conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loansa Eurodollar Loan, the Company Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR LoansEurodollar Loan, the Company Borrower shall be deemed to have elected to convert such LIBOR Loans Eurodollar Loan into a Base Rate Loans Loan effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2.2 or, if no timely ------------- notice is provided by the CompanyBorrower, of the details of any automatic conversion. (e) Any conversion of a LIBOR Eurodollar Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.. -----------

Conversion and Continuation Procedures. (a) Subject to Section Sections 2.1.1 and 2.2.1, the Company Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A1) elect, as of any Business Day, to convert any Revolving Loans (or any part thereof in an aggregate amount not less than One Million Dollars ($500,000 1,000,000.00) or a higher integral multiple of One Hundred Thousand Dollars ($100,000100,000.00)) into Revolving Loans of the other type; or (B2) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than One Million Dollars ($500,000 1,000,000.00) or a higher integral multiple of One Hundred Thousand Dollars ($100,000100,000.00)) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least One Million Dollars ($500,000 1,000,000.00) and an integral multiple of One Hundred Thousand Dollars ($100,000100,000.00). (b) The Company Representative shall give written notice (each such written notice, a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount of Revolving Loans to be converted or continued; (C3) the type of Revolving Loans resulting from the proposed conversion or continuation; and (D4) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the CompanyCompany Representative, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice substantially in the form of Exhibit C to the Administrative Agent in accordance with clause (b) below: (Ai) elect, as of any Business Day, to convert any Loans (outstanding Floating Rate Loan into a Eurodollar Loan or any part thereof in an aggregate amount not less than $500,000 or outstanding Eurodollar Loan to a higher integral multiple of $100,000) into Loans of the other typeFloating Rate Loan; or (Bii) elect, as of the last day of the applicable Interest Period, to continue any Group of Yen LIBOR Loans or Eurodollar Loans having an Interest Periods Period expiring on such day (or any part thereof in an aggregate the applicable amount not less than $500,000 or required for a higher integral multiple of $100,000Group pursuant to Section 2.2.1) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately promptly by a Notice of Conversion/Continuationwritten confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion of Eurodollar Loans into Base Floating Rate Loans, 11:00 A.M.a.m., Chicago Salt Lake City time, on the proposed date of such conversion and conversion, (ii) in the case of continuation of Yen LIBOR Loans, 11:00 a.m., Salt Lake City time, at least three Business Days prior to the proposed date of such continuation, and (iii) in the case of a conversion of Floating Rate Loans into or continuation of LIBOR Eurodollar Loans, 11:00 A.M.a.m., Chicago Salt Lake City time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A1) the proposed date of conversion or continuation; (B2) the aggregate amount and currency of the Loans to be converted or continued; (C3) the type Type of Loans resulting from the proposed conversion or continuation; and (D4) in the case of continuation of Yen LIBOR Loans or conversion into, or continuation of, LIBOR Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to Yen LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such Yen LIBOR Loans, the Company shall be deemed to have elected to continue such Yen LIBOR Loans for a one-month Interest Period. (d) If upon expiration of any Interest Period applicable to Eurodollar Loans, the Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Loans, the Company shall be deemed to have elected to convert such LIBOR Eurodollar Loans into Base Floating Rate Loans effective on the last day of such Interest Period. (de) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic continuation or conversion. (ef) Any conversion Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a LIBOR Floating Rate Loan on converted into or continued as a day other than the last day of an Interest Period therefor shall be subject to Section 8.4Eurodollar Loan.

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or (B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 1,000,000 or a higher integral multiple of $100,000500,000) for a new Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 1,000,000 and an integral multiple of $100,000500,000. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.noon, Chicago Detroit time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M.noon, Chicago Detroit time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (A) the proposed date of conversion or continuation; (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) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion. (e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.