Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6clause (d) of this Section 2.7 and the provisions of Section 2.14, Company Borrower shall have the option to (i) to convert at any time all or any part portion of its the outstanding Base Rate Loans equal to $1,000,000 500,000, and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate such amount, to Loans bearing interest at the Eurodollar Rate or a SOFR Loan, and (ii) convert all or any part portion of its the outstanding SOFR Loans equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate such amount, to Loans bearing interest at the a Base Rate Loan. (b) Borrower shall by telefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (iiwhich shall be confirmed by one of the other means of delivery), subject to Section 2.7(a) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loanabove, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company shall deliver a Notice of Request for Conversion/Continuation to Administrative Agent (i) no later than 10:00 A.M. 10 a.m. (Chicago timePacific Time), one (1) on Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) and at least no later than 10 a.m. (Pacific Time), three (3) Business Days in advance of the proposed conversion/continuation date before (in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan). Notice of A Request for Conversion/Continuation shall specify (ix) the proposed conversion/conversion or continuation date (which shall be a Business Day), (iiy) the amount and type of the Loan to be converted/converted or continued, and (iiiz) the nature of the proposed conversion/conversion or continuation, . (ivc) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Any Request for Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound obligated to effect a conversion convert or continuation continue in accordance therewith or therewith. (d) Notwithstanding anything herein to pay the amounts payable pursuant contrary, upon the expiration of any Interest Period applicable to Section 2.6D as a result LIBOR Rate Loans, such LIBOR Rate Loans shall be converted on the expiration date of the failure Interest Period applicable thereto to effect Daily Simple SOFR Loans. After the initial conversions set forth in this Section 2.7(d), such continuation/conversionLoans shall thereafter be subject to the other provisions of this Section 2.7.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Chase Co-Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its the outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (ii) if an Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of Five Hundred Thousand Dollars ($1,000,000 500,000) and in integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount as amount. (ii) To convert or continue a Eurodollar Rate Loan. Company Loan under Section 4.01(c)(i), the Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent each Lender no later than 10:00 A.M. 12:00 noon (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three two (2) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or each Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), Administrative Agent shall promptly transmit and such notice by telefacsimile or telephone shall be confirmed in writing delivered to each LenderLender promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company such Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to (x) in a minimum amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from with respect to conversions of Eurodollar Rate Loans bearing interest at the to Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part and (y) in a minimum amount of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from with respect to conversions of Base Rate Loans bearing interest at the to Eurodollar Rate to Loans bearing interest at the Base Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, subject to subsection 2.6D, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 12:00 p.m. (Chicago New York time) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject Provided that no Event of Default shall have occurred and be continuing (but subject to the provisions of subsection 2.6SECTION 3.14, Company shall have the option (i) to convert at any time Borrower may request that all or any part of its any outstanding Loan be converted into a Loan or Loans equal to $1,000,000 and multiples of $100,000 a different Type or be continued as a Loan or Loans of the same Type, in excess the same aggregate principal amount, on any Business Day (which, in the case of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the continuation of a Eurodollar Rate Loan or all or any part conversion of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the a Eurodollar Rate Loan in whole or in part to Loans bearing interest at a Prime Rate Loan, shall be the Base Rate or (ii) upon last day of the expiration of any Interest Period applicable to a Eurodollar Rate such Loan). In each such case, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 the Borrower shall notify the Agent in excess of that amount as a Eurodollar Rate Loan. Company writing (which notice shall deliver a Notice of Conversion/Continuation to Administrative Agent no be irrevocable) by telecopy not later than 10:00 A.M. (Chicago time) 11:30 a.m. on the date two Business Days before the day on which such proposed conversion or continuation is to be effective (and such effective date (in of any continuation shall be the case of a conversion to a Base Rate Loan) and at least three Business Days in advance last day of the proposed conversion/continuation date (in Interest Period for the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of Conversion/Continuation Each such notice (a NOTICE OF CONVERSION OR CONTINUATION) shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of identify the Loan to be converted/converted or continued, (iii) the nature of the proposed conversion/continuationaggregate outstanding principal balance thereof and, (iv) in the case of a conversion to, or a continuation of, if a Eurodollar Rate Loan, the requested last day of the Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Period applicable to such Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of (ii) specify the effective date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as (iii) specify the case may beprincipal amount of such Loan to be converted or continued and, hereunder. Except as otherwise provided in subsections 2.6Bif converted, 2.6C the Type or Types into which the same is to be converted, and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a (iv) the Interest Period to be applicable to the Eurodollar Rate Loan (as converted or telephonic continued. Such telecopied notice in lieu thereof) shall be irrevocable on and after immediately followed by a signed, written confirmation thereof by the related Interest Rate Determination DateBorrower in a form acceptable to the Agent, and Company shall be bound to effect a conversion or continuation PROVIDED that if such confirmation differs in accordance therewith or to pay any respect from the amounts payable pursuant to Section 2.6D as a result action taken by the Lenders, the records of the failure to effect such continuation/conversionAgent shall control absent manifest error.

Conversion or Continuation. Subject to the provisions of -------------------------- subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. (a) Subject to the other provisions of subsection 2.6hereof, Company the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans which comprise part of the same Borrowing to Loans bearing interest at the Eurodollar Rate or Loans, (ii) to convert all or any part of its outstanding Eurodollar Loans equal which comprise part of the same Borrowing to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon Loans, on the expiration date of any the Interest Period applicable to a Eurodollar Rate Loanthereto, or (iii) to continue all or any portion part of such outstanding Eurodollar Loans which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Period, on the expiration of the Interest Period applicable thereto; provided that no Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as may be continued as, or converted into, a Eurodollar Rate Loan. Company Loan when any Default or Event of Default has occurred and is continuing. (b) In order to elect to convert or continue a Loan under this Section 2.9, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to Administrative the Agent no later than 10:00 A.M. (12:00 Noon, Chicago time, (i) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and type Facility of the Loan to be converted/converted or continued, (iiiy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (ivz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Conversion or Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.9(b), Administrative the Agent shall promptly transmit such notice by telefacsimile or telephone to provide each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by with a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu copy thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/ContinuationContinuation Notice, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Authorized Officer or other person Person authorized to act on behalf of Company the Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to (i) The Borrower or the provisions of subsection 2.6, Company applicable Qualified Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period Borrower or the applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date at least three (3) Business Days (in the case of a conversion to a Base Rate Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower or the applicable Qualified Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrowers confirm such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche B Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans, (ii) to convert at any time all or any part of its outstanding Tranche B Term Loans or Revolving Loans equal to $1,000,000 and integral multiple of $100,000 in excess of that amount from Eurodollar Rate Loans bearing interest at the to Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 1:30 P.M. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal (other than Swing Loans) to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of an outstanding Eurodollar Rate Loan at the expiry of the applicable Eurodollar Interest Period, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing unwaived. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 12:00 noon (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued and whether such Loan is a Revolving Loan, a Term Loan, a Tranche B Term Loan, or a Tranche C Term Loan, (C) whether such Loan shall be converted and/or continued, and (iii) the nature of the proposed conversion/continuation, (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of -77- 87 Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of Continuation (other than a Notice of Conversion/Continuation to delivered on the Effective Date), the Borrowers may give the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Administrative Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/ continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. ; Company shall deliver a Notice of Conversion/Continuation at any time after the Effective Date to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or therewith. Notwithstanding the foregoing, Eurodollar Rate Loans may be converted to pay Base Rate Loans prior to the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect applicable Interest Periods so long as such continuation/conversionconversion occurs on the Effective Date; provided that accrued interest through the Effective Date on the Loans so converted shall be paid within five Business Days following the Effective Date.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Conversion/ Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/converted/ continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), Administrative Agent shall promptly transmit if the Borrower confirms such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation delivery of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion toto the Administrative Agent by facsimile transmission promptly, or continuation of, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Eurodollar Rate Loan Notice of Conversion/ Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof) ), the Administrative Agent shall be irrevocable on and after the related Interest Rate Determination Datenotify each Lender by facsimile transmission, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result other similar form of transmission, of the failure to effect such continuation/conversion.proposed conversion/

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company a Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate a rate determined by reference to an alternative basis, or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon the expiration of any Interest Period applicable to a any Eurodollar Rate Loan, Loan to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that any -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company A Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent (with a copy to Agent) no later than 10:00 A.M. 12:00 Noon (Chicago timeLocal Time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company a Borrower may give Administrative Agent and the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by -------- delivery of a Notice of Conversion/Continuation to Administrative Agent (with a copy to Agent) on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative No Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any and no Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. A Eurodollar Rate Loan converted into a Base Rate Loan on any day other than the last day of an Interest Period applicable thereto shall be subject to breakage fees in accordance with Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 12:00 noon (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lendercontinuing. Neither Administrative the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago Pacific time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or or, to Company's Best Knowledge, no Potential Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, Revolving Term Loans or Revolving Loans, in each case equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided further that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a an originally executed Notice of Conversion/Continuation to Administrative Agent Agent, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer or cash management personnel of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Agent, no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.no

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a written Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, and the Borrower may give the Administrative Agent electronic or written notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (vNew York time) in the case three (3) Business Days prior. Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 5.1(c)(ii) (or electronic or written notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic electronic or written notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure Interest Period applicable thereto, such Loans shall automatically be converted to effect such continuation/conversiona Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of an outstanding Eurodollar Rate Loan at the expiry of the applicable Eurodollar Interest Period, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (1) if the continuation of, or the conversion into, would violate any of the provisions of SECTION 5.03 or (2) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing unwaived. Any conversion into or continuation of Eurodollar Rate Loans under this SECTION 5.01(e) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all a continuation of an entire Borrowing or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non-Pro Rata Loans. (ii) upon To convert or continue a Loan under SECTION 5.01(e)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed 71 conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSECTION 5.01(e)(ii), Administrative and such notice shall be confirmed in writing delivered to the Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this SECTION 5.01(e)(ii) (or telephonic notice in lieu thereof), the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Company that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate Loans, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; or (iii) subject to the payment of all amounts due under subsection 2.6D, to convert a Eurodollar Rate Loan into a Base Rate Loan at any time. The Company shall deliver a Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 10:00 A.M. 1:00 P.M. (Chicago New York time) on of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.duly

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of an outstanding Eurodollar Rate Loan at the expiry of the applicable Eurodollar Interest Period, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (1) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.03 or (2) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing unwaived. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.01(e) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all a continuation of an entire Borrowing or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non-Pro Rata Loans. (ii) upon the expiration of any Interest Period applicable to To convert or continue a Eurodollar Rate LoanLoan under Section 5.01(e)(i), to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Distribution shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company Distribution may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.01(e)(ii), Administrative and such notice shall be confirmed in writing delivered to the Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.01(e)(ii) (or telephonic notice in lieu thereof), the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/ContinuationContinuation Notice, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person Person authorized to act on behalf of Company the Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if such continuation of, or conversion into, would violate any of the provisions of Section 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrowers shall deliver a Notice of Conversion/Continuation to Administrative the Collateral Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the aggregate principal amount and type of the Loan respective Loans to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loans shall be converted and/or continued, and (ivD) in the case of a conversion con- version to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrowers may give Administrative the Collateral Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.01(c)(ii), Administrative and such notice shall be confirmed in writing delivered to the Collateral Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Collateral Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.01(c)(ii) (or telephonic notice in lieu thereof), the Collateral Agent shall promptly transmit such notice notify each applicable Lender, by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. (i) Subject to the provisions of subsection Section 2.6, Company Borrower shall have the option (iA) to convert at any time all or any part of its the outstanding Loans equal to $1,000,000 and multiples 5,000,000 or a greater integral multiple of $100,000 in excess of that amount 1,000,000 from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis, or (iiB) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan (together with other Loans) equal to $1,000,000 and multiples 5,000,000 or a greater integral multiple of $100,000 in excess of that amount 1,000,000 as a Eurodollar Rate Loan. Company ; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago Dallas, Texas time) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (vE) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.2(d); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. . (iii) Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (iv) Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c), and 2.6G2.6 (g), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 5,000,000 (or the Alternative Currency Equivalent thereof) and integral multiples of $100,000 1,000,000 (or the Alternative Currency Equivalent thereof) in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 (or the Alternative Currency Equivalent thereof) and integral multiples of $100,000 1,000,000 (or the Alternative Currency Equivalent thereof) in excess of that amount as a Eurodollar Eurocurrency Rate Loan; provided, however, that a Eurocurrency Rate Loan may only be converted into an Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.this

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $1,000,000 3,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest LIBOR Loans, (ii) to convert at the Eurodollar Rate or any time all or any part of its outstanding Revolving Loans or Term Loans equal to $1,000,000 500,000 and multiples of $100,000 in excess of that amount from LIBOR Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate Loans or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate LoanLoan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 9:00 A.M. (Chicago San Francisco time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversionContinuation.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6., Company each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to (a) in the case of a Term Loan, $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Term Loans bearing interest at the Base Rate a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis, or (b) in the Eurodollar Rate or all or any part case of its outstanding Loans equal to a Revolving Loan, $1,000,000 and integral multiples of $100,000 200,000 in excess of that amount from Revolving Loans bearing interest at the Eurodollar Rate a rate determined by reference to one basis to Revolving Loans bearing interest at the Base Rate a rate determined by reference to an alternative basis or, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to (x) in the case of a Term Loan, $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan, or (y) in the case of a Revolving Loan, $1,000,000 and integral multiples of $200,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing continuing. Further, the submission by any Borrower of a Notice of Conversion/Continuation shall constitute a re-certification by such Borrower, as of the date of the proposed conversion/continuation. In lieu of delivering , as to the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that matters to which such notice shall be promptly confirmed Borrower certified to in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunderLoan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B. and 2.6G2.6.C., a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; provided however that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago 12:00 Noon New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, ; a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if such continuation or conversion would violate any of the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is continuing or an Event of Default would occur as a result of such continuation or conversion; and provided further no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan having a Eurodollar Interest Period of more than thirty (30) days, if a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur as a result of such continuation or conversion. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount, except in the case of a Eurodollar Rate Loan. Company conversion or continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (Chicago time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Eurodollar Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 4.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01 (c)(ii), and such notice shall be confirmed in writing delivered to the Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this subsection 2.2DSection 4.01(c)(ii) (or telephonic notice in lieu thereof), Administrative the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent Facility Manager no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent Facility Manager telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before Facility Manager no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent Facility Manager shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.07, the Company shall have the option (i) to convert at any time all or any part of its outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal to $5,000,000 or an integral multiple of $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate Loans; or (ii) to convert all or any part of its outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal to $5,000,000 or an integral multiple of $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans to Loans bearing interest at the Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (iiiii) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate LoanLoans, to continue all or any portion of such Loan Loans equal to $1,000,000 and multiples 5,000,000 or an integral multiple of $100,000 1,000,000 in excess of that amount as Eurodollar Rate Loans of the same type, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; provided, that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate LoanLoan when any Event or Default or Potential Event of Default has occurred and is continuing. In the event the Company shall elect to convert or continue a Loan under this Section 2.03(c), the Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan, and not later than 11:00 a.m. (New York time) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 2.03(c); provided, that such notice shall be confirmed in writing by delivery to the Administrative Agent promptly (but in no event later than the proposed conversion/continuation under this Section 2.03(c). Promptly after receipt of a Notice of Conversion/Continuation under this Section 2.03(c) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telex, telecopy, telegram, telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion convert or continuation continue such Loan in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche B Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a an Adjusted Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 1,000,000 in excess of that amount as a an Adjusted Eurodollar Rate Loan; provided, however, that an Adjusted Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a an Adjusted Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a an Adjusted Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a an Adjusted Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.proposed

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 1:00 P.M. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the -------------------------- option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, -------- ------- no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of ----------- Default has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be -------------- in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount as amount, except in the case of a Eurodollar Rate Loan. Company conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the ----------------- Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 5.1(c)(ii), the Administrative ------------------ Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) ------------------ shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay ------------------ outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure Eurodollar Interest Period applicable thereto, such Loans shall automatically be converted to effect such continuation/conversiona Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) to continue all or any portion of a Eurodollar Rate Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be so converted or continued on the expiration date of the Interest Period applicable thereto and in amounts equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanamount. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 11:00 A.M. (Chicago Dallas, Texas time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of an Interest Period applicable thereto; and provided further, however, that Loans may not be continued as or converted to -------- ------- ------- Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of the Initial Period. Company shall deliver a Notice of Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice -------- shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversionthere with.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Sections 2.07 and 2.08, Company the Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal to $1,000,000 and multiples or an integral multiple of $100,000 1,000,000 in excess of such amount from Base Rate Loans to Eurodollar Rate Loans; or (B) to convert all or any part of outstanding Loans which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans bearing interest at the to Base Rate to Loans bearing interest at on the expiration date of any Interest Period applicable thereto, provided the remaining amount of Eurodollar Rate or all or any part of its outstanding Loans equal to with the same interest period shall not be less than $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate 1,000,000; or (iiC) upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate LoanLoans, to continue all or any portion of such Loan Loans equal to $1,000,000 and multiples or an integral multiple of $100,000 1,000,000 in excess of that such amount as Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on the expiration date of the Interest Period applicable thereto; provided that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan. Company Loan when any Event of Default has occurred and is continuing. (ii) In the event the Borrower shall elect to convert or continue a Loan under this Section 2.03(c), the Borrower shall deliver a an irrevocable Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation conversion date (in the case or date of a conversion to, or a continuation of, a Eurodollar Rate Loan)continuation. A Notice of Conversion/Continuation shall specify (iw) the proposed conversion/continuation date (which shall be a Business Day), (iix) the amount and type of the Loan to be converted/continued, (iiiy) the nature of the proposed conversion/continuation, and (ivz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2D, Administrative Agent shall promptly transmit Section 2.03(c); provided that such notice shall be confirmed immediately by telefacsimile or telephone delivery to each Lenderthe Agent by facsimile of a Notice of Conversion/Continuation. Neither Administrative Agent nor any Lender shall incur any liability No failure of the Borrower to Company in acting upon confirm any telephonic notice referred to above that Administrative Agent believes by facsimile shall impair or in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of any way limit the applicable basis for determining the interest rate Borrower's obligations with respect to any Loans in accordance with such Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Agreement pursuant to any such Section 2.03(c) (or telephonic notice Company in lieu thereof immediately confirmed by facsimile), the Agent shall have effected a conversion or notify each Lender of the proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a . (iii) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its the outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans (other than Swing Loans) to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount. (ii) To convert or continue a Eurodollar Rate Loan. Company Loan under Section 4.01(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Additional Credit Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 11:00 A.M. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Conversion/ Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate Loans or (ii) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 100,000 and integral multiples of REVOLVING LOAN CREDIT AGREEMENT EXECUTION 47 55 $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans to Loans bearing interest at the Base Rate or (ii) Loans upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Revolving Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to (i) The Borrower or the provisions of subsection 2.6, Company applicable Qualified Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period Borrower or the applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation Continuation< (whether telephonic or written)> shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly<immediately>, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower or the applicable Qualified Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into,<to> a Eurodollar<Base> Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, and the Borrower may give the Administrative Agent telephonicelectronic or written notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptlyimmediately, but in no event later than 3:00 p.m. (vNew York time) in on the case same day. Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonicelectronic or written notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic telephonicelectronic or written notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.converted to effect such continuation/conversiona Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 3 million and multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3 million and multiples of $100,000 500,000 in excess of that amount as a Eurodollar LIBO Rate Loan; PROVIDED, HOWEVER, that (i) a LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. (a) Subject to the other provisions of subsection 2.6hereof, Company the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans which comprise part of the same Borrowing to Loans bearing interest at the Eurodollar Rate or Loans, (ii) to convert all or any part of its outstanding Eurodollar Loans equal which comprise part of the same Borrowing to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon Loans, on the expiration date of any the Interest Period applicable to a Eurodollar Rate Loanthereto, or (iii) to continue all or any portion part of such outstanding Eurodollar Loans which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Period, on the expiration of the Interest Period applicable thereto; provided that no Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as may be continued as, or converted into, a Eurodollar Rate Loan. Company Loan when any Default or Event of Default has occurred and is continuing. (b) In order to elect to convert or continue a Loan under this Section 2.9, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to Administrative the Agent no later than 10:00 A.M. (12:00 Noon, Chicago time, (i) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three 33 39 Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and type Facility of the Loan to be converted/converted or continued, (iiiy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (ivz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery Promptly after receipt of a Notice of Conversion/Conversion or Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.9(b), Administrative the Agent shall promptly transmit such notice by telefacsimile or telephone to provide each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by with a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu copy thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans (with the exception of any Swing Line Loans) equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business \Business Day), (ii) the amount and type of the Loan to be converted/converted/ continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no 48 Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion/ continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company a Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate a rate determined by reference to an alternative basis, or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon the expiration of any Interest Period applicable to a any Eurodollar Rate Loan, Loan to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that any Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company A Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent (with a copy to Agent) no later than 10:00 A.M. 12:00 Noon (Chicago timeLocal Time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company a Borrower may give Administrative Agent and the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.this

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. DB3/376865415.8 (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans AXELs equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate AXELs to Loans bearing interest at the Eurodollar Rate AXELs or (ii) to convert at any time all or any part of its outstanding Loans AXELs equal to $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate AXELs to Loans bearing interest at the Base Rate or (ii) AXELs upon the expiration of any Interest Period applicable to a Eurodollar Rate LoanAXEL, to continue all or any portion of such Loan Eurodollar Rate AXEL equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LoanAXEL; provided, however, that a Eurodollar Rate AXEL may only be converted into a Base Rate AXEL on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanAXEL) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. AXEL CREDIT AGREEMENT EXECUTION 42 49 Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans AXELs in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan AXEL (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions (i) The Borrower on its behalf and on behalf of subsection 2.6, Company RMOP shall have the option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or RMOP, as a Eurodollar Rate Loan. Company the case may be, shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, Period and (vE) in whether such loan is for the case account of the Borrower or RMOP. Promptly after receipt of a conversion toNotice of Conversion/ Continuation under this Section 5.1(c)(ii), the Administrative Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower or RMOP, as the case may be, shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure Eurodollar Interest Period applicable thereto, such Loans shall automatically be converted to effect such continuation/conversiona Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans, (ii) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiple of $100,000 in excess of that amount from Eurodollar Rate Loans bearing interest at the to Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 1:30 P.M. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company a Borrower shall have the option (i) to convert at any time all or any part of its outstanding DIP/Bridge Loans denominated in Dollars equal to $1,000,000 and multiples of $100,000 in excess of that amount the Minimum Amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar any Offshore Rate Loan, Loan to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount the Minimum Amount as a Eurodollar an Offshore Rate Loan; PROVIDED, HOWEVER, that any Offshore Rate Loan denominated in Dollars may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; PROVIDED FURTHER that DIP/Bridge Loans denominated in an Offshore Currency may not be converted into Base Rate Loans and that DIP/Bridge Loans denominated in one currency may not be converted into DIP/Bridge Loans denominated in another currency. Company A Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago timeLocal Time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion of an Offshore Rate Loan denominated in Dollars to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such said notice by telefacsimile or telephone to each applicable Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 4.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), Administrative and such notice shall be confirmed in writing delivered to the Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (a) The Company shall have the option (iA) to convert at any time all or any part of its outstanding Floating Rate Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans bearing interest at the Base Rate on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of this Agreement or (ii) if a Default or Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 2.6 shall be in a minimum amount of $1,000,000 10,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount. (b) To convert or continue a Eurodollar Rate Loan. Loan under Section 2.6(a), the Company shall deliver an irrevocable notice (a Notice of "Conversion/Continuation Notice") to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. Notice of A Conversion/Continuation Notice shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that whether such notice Loan shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Dconverted and/or continued, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.and

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Sections 2.08 and 2.09, Company Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans which, in the aggregate, equal or exceed $1,500,000 from Base Rate Loans to Loans bearing interest at the Eurodollar Rate Loans; or (B) to convert all or any part of its outstanding Eurodollar Rate Loans which, in the aggregate, equal to or exceed $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans to Loans bearing interest at the Base Rate Loans on the expiration date of any Interest Period applicable thereto or upon the payment of compensation payable pursuant to Section 2.09(d); or (iiC) upon the expiration of any Interest Period applicable to a any Eurodollar Rate LoanLoans having the same Interest Period, to continue all or any portion of such Loan Loans equal to $1,000,000 and multiples of $100,000 or in excess of $1,500,000 as Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on the expiration date of the Interest Period applicable thereto; provided that amount as no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate LoanLoan if any Potential Event of Default or Event of Default exists or if such a continuation or conversion would otherwise be prohibited by the terms of this Agreement. Company Any conversion or continuation of Loans pursuant to this Section 2.03(c) shall apply to the applicable Loans of the Lenders on a pro rata basis. (ii) In the event Borrower shall elect to convert or continue a Loan under this Section 2.03(c), Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York City time) (A) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (B) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan to be converted/converted or continued, (iii3) the nature of the proposed conversion/conversion or continuation, and (iv4) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) . If no Interest Period is specified in the case any such Notice of a conversion to, or a continuation of, Conversion/Continuation with respect to a Eurodollar Rate Loan, that no Potential Event the Borrower shall be deemed to have selected an Interest Period of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationone month's duration. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/conversion or continuation by the time required under this subsection 2.2DSection 2.03(c); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery to the Agent promptly (but in no event later than 11:00 a.m. (New York City time) on the proposed conversion or continuation date) of a Notice of Conversion/Continuation. Promptly after receipt of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written under this Section 2.03(c) (or telephonic notice of any proposed conversion/continuation under this subsection 2.2Din lieu thereof), Administrative the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telex, telecopy, telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a proposed conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a . (iii) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the a rate determined by reference to an alternative basis; provided that Loans converted to Eurodollar Rate or all or any part Loans shall be in an aggregate minimum amount of its outstanding Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate amount; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 11:00 A.M. (Chicago Charlotte, NC time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Company including, without limitation, satisfying the conditions set forth in Section 2.2, Borrowers shall have the option to (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 500,000 and integral multiples 53 of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to SOFR Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate SOFR Loan, to (A) continue all or any portion of such SOFR Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company shall deliver a Notice SOFR Loan or (B) convert all or any portion of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago time) on the proposed conversion date (in the case of a conversion such SOFR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan commence on the last day of the Interest Period of the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a SOFR Loan, when any Event of Default or Default has occurred and is continuing. The Borrowing Agent shall deliver a Continuation/Conversion Notice with respect to any such conversion/continuation to Agent no later than 2:00 p.m. (New York City time) at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a date. The Continuation/Conversion Notice with respect to such conversion/continuation of, a Eurodollar Rate Loan). Notice of Conversion/Continuation shall specify certify: (i) the proposed conversion/continuation date (which shall be a Business Day), ; (ii) the amount and type of the Loan to be converted/continued, ; (iii) the nature of the proposed conversion/continuation, ; (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan, the requested Interest Period, and ; (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of or would result from the proposed conversion/continuation; and (vi) that all conditions to make Loans as set forth in Section 3.2 have been satisfied. In lieu of delivering a Continuation/Conversion Notice with respect to any such conversion or continuation, the above-described Notice of Conversion/Continuation, Company Borrowing Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 3.2(d) (in such telephonic notice the Borrowing Agent shall certify to the items set forth above with respect to the Continuation/Conversion Notice); PROVIDED provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Continuation/Conversion Notice of Conversion(in form and substance described herein) with respect to such conversion/Continuation continuation to Administrative Agent on or before the proposed conversion/continuation date. Once given, the Borrowing Agent shall be bound by such telephonic notice. Upon receipt the expiration of written an Interest Period for a SOFR Loan, in the absence of a new Continuation/Conversion Notice or a telephonic notice submitted to Agent not less than three (3) Business Days prior to the end of any proposed conversion/continuation under this subsection 2.2Dsuch Interest Period, Administrative Agent the applicable SOFR Loan shall promptly transmit such notice by telefacsimile or telephone be automatically converted to each Lendera Base Rate Loan. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower or any other Loan Party in acting upon any telephonic notice or a Continuation/Conversion Notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized an officer or other person authorized to act on behalf of Company any Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunderSection 2.2(d). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereofThis Section 2.2(d) shall not apply to Swingline Loans, which may not be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion converted or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversioncontinued.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if such continuation of, or conversion into, would violate any of the provisions of Section 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the aggregate principal amount and type of the Loan respective Loans to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loans shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Administrative Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each applicable Lender, by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 10,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate deter- mined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan its outstanding Revolving Loans equal to $1,000,000 10,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing; and provided, still further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion conversion/ continuation date (in the case of a conversion to a Base Rate Loan) and at least or three Business Days in advance of the proposed conversion/conversion/ continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-above described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion/ continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any no liability to Company in acting upon any telephonic notice referred to above that which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, 2.2D and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Loans by Administrative Agent in accordance with this Agreement pursuant to any such telephonic notice notice, Company shall have effected a conversion or continuation, as the case may be, Loans hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation Company shall be bound to effect convert or continue in accordance therewith, unless Company pays to Lenders such amounts as may be due under subsection 2.6E for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in accordance therewith a Notice of Conversion/Continuation (or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontelephonic notice in lieu thereof).

Conversion or Continuation. Subject to the provisions of subsection 2.62.6 and subsection 2.7, Company each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans (a) that are Base Rate Loans equal to $1,000,000 3,000.000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding LIBOR Loans, (b) that are LIBOR Loans equal to $1,000,000 500,000 and multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate Loans, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan (a) equal to $1,000,000 3,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan or (b) equal to $3,000,000 and multiples of 100,000 in excess of that amount as an Offshore Currency Loan. Company shall deliver a Notice . (i) at least one Business Day in advance of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan), (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan payable in dollars) and (iii) at least five Business Days in advance of a proposed continuation date (in the case of a continuation of an Offshore Currency Loan). A Notice of Conversion/Continuation shall specify (iI) the proposed conversion/conversion continuation date (which shall be a Business Day), (iiII) the amount and type of the Loan to be converted/continued, (iiiIII) the nature of the proposed conversion/continuation, (ivIV) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (vV) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as and (VI) in the case of a continuation of an Offshore Currency Loan, the date of the proposed conversion/continuationapplicable Offshore Currency. In lieu of delivering the above-described Notice of Conversion/Continuation, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent Agent; provided further that if at any time the aggregate amount of LIBOR Loans denominated in Dollars is reduced by payment, prepayment, or conversion of part thereof to less than $3,000,000, such LIBOR Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on or before and after such date the proposed conversion/continuation dateright of any Borrower to continue such Loans and convert such Loans into LIBOR Loans shall terminate and such LIBOR Loans shall become due and payable on the last day of the then current Interest Period and the right of such Borrower to continue such Loans shall terminate. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company such Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith therewith. Except as otherwise provided in subsection 2.7, a Notice of Conversion/Continuation for conversion to, or continuation of, an Offshore Currency Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after [four] Business Days prior to pay the amounts payable pursuant to Section 2.6D as a result of related Funding Date, and the failure applicable Borrower shall be bound to effect such continuation/conversiona conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate or all or any part Loan shall be in a minimum amount of its outstanding Loans equal to $1,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate such amount) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6., Company ------------ each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to (a) in the case of a Term Loan, $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Term Loans bearing interest at the Base Rate a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis, or (b) in the Eurodollar Rate or all or any part case of its outstanding Loans equal to a Revolving Loan, $1,000,000 and integral multiples of $100,000 200,000 in excess of that amount from Revolving Loans bearing interest at the Eurodollar Rate a rate determined by reference to one basis to Revolving Loans bearing interest at the Base Rate a rate determined by reference to an alternative basis or, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to (x) in the case of a Term Loan, $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan, or (y) in the case of a Revolving Loan, $1,000,000 and integral multiples of $200,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing continuing. Further, the submission by any Borrower of a Notice of Conversion/Continuation shall constitute a re-certification by such Borrower, as of the date of the proposed conversion/continuation. In lieu of delivering , as to the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that matters to which such notice shall be promptly confirmed Borrower certified to in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunderLoan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B. and 2.6G2.6.C., a Notice of --------------- ------ Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6subparagraph (b) above and Section 3.4, Company the Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Loans or any portion thereof equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount amount, from Reference Rate Loans bearing interest at the Base to Eurodollar Loans or from Eurodollar Loans to Reference Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or (iiB) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount amount, as a Eurodollar Loan; PROVIDED, HOWEVER, that a Eurodollar Loan may only be converted into a Reference Rate Loan. Company Loan on the expiration date of an Interest Period applicable thereto. (ii) The Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Bank no later than 10:00 A.M. 12:00 noon (Chicago Denver time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three two Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toto or from, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type of the Loan Loan, or portion thereof, to be converted/continued, (iii) the nature of the proposed conversion/continuation, (ivC) in the case of a conversion to, or a continuation of, of a Eurodollar Rate Loan, the requested Interest Period, and (vD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company the Borrower may give Administrative Agent the Bank telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2Dsubparagraph (d); PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent the Bank on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent . (iii) The Bank shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall not incur any liability to Company the Borrower in acting upon any telephonic or telecopy notice referred to above that Administrative Agent the Bank believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.2Dsubparagraph (c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (iv) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6GSection 3.4 hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)) and the Administrative Agent shall promptly after receipt of such Notice of Conversion/Continuation notify the relevant Lenders thereof. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be convertedcon- verted/continued, (iii) the nature of the proposed conversionconver- sion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversionconver- sion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the applicable Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Acquisition Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount and outstanding Revolving Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount (in the case of Term Loans and Acquisition Loans) or equal to $100,000 and integral multiples of $100,000 in excess of that amount (in the case of Revolving Loans) as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that Administrative 81 Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company any Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company the Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Borrower that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable; provided, however, that a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loan, as applicable, on the expiration date of an Interest Period applicable thereto. Company The applicable Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on of the proposed conversion date (in the case of a conversion to a Base Rate Loan), at least one Business Day in advance of the proposed conversion date (in the case of a conversion into a Canadian Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/conversion/ continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversionconver sion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversionthere with.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate or all or any part Loan shall be in a minimum amount of its outstanding Loans equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate such amount) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a --------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to (i) (x) in a minimum amount of $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the with respect to conversions of Eurodollar Rate to Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part and (z) in a minimum amount of its outstanding Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from with respect to conversions of Base Rate Loans bearing interest at the to Eurodollar Rate to Loans bearing interest at the Base Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, subject to subsection 2.6D, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversionconver- sion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided, that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Company shall have the option (iA) to convert at any time all or any part of its outstanding Floating Rate Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans bearing interest at the Base Rate on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of this Agreement or (ii) if a Default or Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 2.8 shall be in a minimum amount of $1,000,000 10,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount. (ii) To convert or continue a Eurodollar Rate Loan. Loan under Section 2.8(i), the Company shall deliver an irrevocable notice (a Notice of "Conversion/Continuation Notice") to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. Notice of A Conversion/Continuation Notice shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion toConversion/Continuation Notice under this Section 2.8(ii) (or telephonic notice in lieu thereof), the Agent shall notify each Bank by telex or telecopy, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Any Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to (i) The Borrower or the provisions of subsection 2.6, Company applicable Qualified Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at amount, except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all or any part a continuation of its outstanding Loans equal to $1,000,000 and multiples an entire Borrowing of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non Pro Rata Loans. (ii) upon To convert or continue a Loan under Section 5.1(c)(i), the expiration of any Interest Period Borrower or the applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer facsimile transmission, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower or the applicable Qualified Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure to effect Interest Period applicable thereto, such continuation/conversionLoans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to or Revolving Loans (x) in a minimum amount of $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the with respect to conver- sions of Eurodollar Rate to Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part and (y) in a minimum amount of its outstanding Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from with respect to conversions of Base Rate Loans bearing interest at the to Eurodollar Rate to Loans bearing interest at the Base Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, subject to subsection 2.6D, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 1:00 p.m. (Chicago New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 2,000,000 and multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and multiples of $100,000 250,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto, unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D and provided further during the period commencing on the Closing Date and ending on the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Company that the primary syndication of the Commitments and the Loans has been completed, no Loan may be continued as or converted to a Eurodollar Rate Loan with an Interest Period of longer than one month. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 1:00 P.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversionContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate or all or any part Loan shall be in a minimum amount of its outstanding Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate such amount) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (Chicago time) on 12:00 Noon at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice -------- shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before within one Business Day prior to the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on such expiration date; or (C) to continue all or any part of an outstanding Eurodollar Rate Loan at the expiry of the applicable Eurodollar Interest Period, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (1) if the continuation of, or the conversion into, would violate any of the provisions of SECTION 5.03 or (2) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing unwaived. Any conversion into or continuation of Eurodollar Rate Loans under this SECTION 5.01(E) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at except in the Base Rate to Loans bearing interest at the Eurodollar Rate case of a conversion into or all a continuation of an entire Borrowing or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate or Non-Pro Rata Loans. (ii) upon the expiration of any Interest Period applicable to To convert or continue a Eurodollar Rate LoanLoan under SECTION 5.01(E)(I), to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan. Company ASOC shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company ASOC may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSECTION 5.01(E)(II), Administrative and such notice shall be confirmed in writing delivered to the Agent by facsimile transmission promptly (but in no event later than 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this SECTION 5.01(E)(II) (or telephonic notice in lieu thereof), the Agent shall promptly transmit such notice notify each Lender by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer telecopy, or other person authorized to act on behalf similar form of Company or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans (other than Swing Loans) to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.2 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.1(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount. (ii) To convert or continue a Eurodollar Rate Loan. Company Loan under Section 4.1(c)(i)), the Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.1(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender(but in no event later than 5:00 p.m. (New York time) on the same day). Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf Promptly after receipt of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion tounder this Section 4.1(c)(ii), or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) ), the Administrative Agent shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversion.notify each

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.2(d); PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.2(d), the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to be genuine and to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.2DSection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c) and 2.6G2.6G(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith or to therewith, unless Borrowers pay the amounts all costs and expenses payable pursuant to under Section 2.6D as a result of the failure to effect such continuation/conversion2.6(d).

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, AXELs Series B or Revolving Loans equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided further, however, that no Loan may be made as or converted into a Eurodollar Rate Loan during the Initial Period. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Chicago Toronto time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Base Rate Loans to Loans bearing interest at the Eurodollar Rate or Loans; (B) to convert all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Loans bearing interest at the Base Rate Loans on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan equal to may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount as amount, except in the case of a Eurodollar Rate Loan. Company conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Committed Loan under Section 5.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. 11:00 a.m. (Chicago New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. A Notice of Conversion/Conversion/ Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Committed Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 5.1(c)(ii), the Administrative Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar written form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith or therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to pay outstanding Eurodollar Rate Loans, upon the amounts payable pursuant to Section 2.6D as a result expiration of the failure Eurodollar Interest Period applicable thereto, such Loans shall automatically be converted to effect such continuation/conversiona Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $1,000,000 3,000,000 and integral multiples of $100,000 500,000 in excess of that amount (or in the case of a conversion to Base Rate Loans, $1,000,000 and integral multiples of $500,000 in excess thereof) from Loans bearing interest at the Base Rate a rate determined by reference to one basis to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal a rate determined by reference to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the Eurodollar Rate to Loans bearing interest at the Base Rate an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loan, as the case may be; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the intended purpose of investing in Securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 A.M. 12:00 noon (Chicago New York time) on at least one Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuationcontinuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to Administrative Agent on or before the proposed conversion/conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to effect such continuation/conversiontherewith.