Common use of Conversions and Continuations of Loans Clause in Contracts

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Loans shall be effective as of the last day of the respective Interest Periods then in effect for such Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any such conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrowercontinuation. Each conversion of the Loan to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereofthereof (or, if less, the entire Outstanding Amount of the Loan). Conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire Outstanding Amount of the Loan). Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether such Loan Notice relates to a borrowing of the Borrower is requesting Additional Advance, a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), and (iii) in the principal amount case of Loans to be converted or continuedany such conversion of the Loan, (iv) the Type of Loans to which existing Loans are the Loan is to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of the Loan in accordance with this Section 2.02(a), then the applicable Loans automatically shall be continued as Eurodollar converted to Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Administrative Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Administrative Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer (other than any attorney-in-fact) of the Administrative Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 2,500,000 or a whole multiple of $5,000,000 500,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is Borrowers are requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be convertedconverted or continued on the conversion date, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Administrative Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar made as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Administrative Borrower requests a conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of (x) with respect to any Term Loan 1, one month and (y) with respect to any Term Loan 2, three months.

Conversions and Continuations of Loans. (a) Each conversion of US Borrower Loans (other than US Swingline Loans) from one Type to the other other, and each continuation of Eurodollar Eurocurrency Rate Loans (other than Automatically Continued Loans) shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent (x) with respect to US Borrower Loans (other than US Swingline Loans), not later than 11:00 8:00 a.m. (Pacific time) three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Eurocurrency Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar the US Borrowers’ Eurocurrency Rate Loans to US Base Rate Loans and (y) with respect to European Borrower Loans, not later than 11:00 a.m. (London time) three Business Days prior to the requested date of any continuation of Eurocurrency Rate Loans. Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a2.02(a)(ii) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Each conversion to or continuation of Eurodollar Eurocurrency Rate Loans, as applicable, shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in a principal amount of $10,000,000 500,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (iA) the applicable Borrower or Borrowers, (B) whether the Borrower is requesting a conversion of US Borrower Loans from one Type to the other other, or a continuation of Eurodollar Eurocurrency Rate Loans, (iiC) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iiiD) the principal amount of Loans to be converted or continued, (ivE) with respect to the US Borrowers only, the Type of Loans to which existing Loans are to be converted, and (vF) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Agent, on behalf of either of the US Borrowers, fails to specify a Type of US Borrower Loan in a Loan Notice of Conversion/Continuation or if the Borrower Agent fails to give a timely notice requesting a conversion or continuation, then the applicable US Borrower Loans automatically shall be continued as Eurodollar converted to US Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to US Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurocurrency Rate Loans. If the Borrower Agent requests a conversion to to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Administrative AgentAgent (which notice shall be delivered by the Principal Borrower), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Conversion or Notice of Continuation, as applicable, appropriately completed and signed by a Responsible Officer of the Principal Borrower. Each The conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 2,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. The conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Notice of Conversion/Conversion and Notice of Continuation (whether telephonic or written) shall specify (i) whether the Borrower is Borrowers are requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, as applicable, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails Borrowers fail to specify a Type of Loan in a Notice of Conversion/Conversion or Notice of Continuation or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuationNotice of Continuation, then the applicable Loans automatically shall be continued as one month Eurodollar Rate Loans with an Interest Period Loans. Any such automatic continuation of three months (“Automatically Continued Loans”). All Automatically Continued one month Eurodollar Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable expiring Eurodollar Rate Loans. If the Borrower requests Borrowers request a conversion to to, or continuation of of, Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuationnotice, but fails fail to specify an Interest Period, it the Borrowers will be deemed to have specified requested an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (other than Automatically Continued Loansor BA Equivalent Notes) shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three 2:00 p.m. (Eastern time) 3 Business Days prior to the requested date of any conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (other than Automatically Continued Loansor BA Equivalent Notes) or of any conversion of Eurodollar a Eurocurrency Rate Loans Loan to a US Base Rate LoansLoan or US Prime Rate Loan, or a Bankers’ Acceptance (or BA Equivalent Note) to a Cdn. Prime Rate Loan, or any conversion of a US Base Rate Loan or US Prime Rate Loan to a Eurocurrency Rate Loan, or a Cdn. Prime Rate Loan to a Bankers’ Acceptance (or BA Equivalent Note) or any conversion of a Base Rate Loan from one currency to another currency. Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a2.02(a)(ii) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Each conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes), as applicable, shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (iA) the applicable Borrower or Borrowers, (B) whether the applicable Borrower is requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Eurocurrency Rate LoansLoans or Bankers’ Acceptances (or BA Equivalent Notes), (iiC) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iiiD) the principal amount of Loans to be converted or continued, (ivE) the Type of Loans to which existing Loans are to be converted, and (vF) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Agent, on behalf of itself or either of the US Borrowers, fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower Agent fails to give a timely notice requesting a conversion or continuation, then the applicable US Dollar Loans automatically shall be continued as Eurodollar converted to US Base Rate Loans with an Interest Period of three months (“Automatically Continued respect to the Canadian Borrower and US Prime Rate Loans with respect to the US Borrowers and the applicable Cdn. Dollar Loans shall be converted to Cdn. Prime Rate Loans”). All Automatically Continued Any such automatic conversion to US Base Rate Loans or US Prime Rate Loans, as applicable, shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanswith respect to the applicable Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes). If the Borrower Agent requests a conversion to to, or continuation of Eurodollar Eurocurrency Rate Committed Loans or Bankers’ Acceptances (or BA Equivalent Notes) in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans automatically or Revolving Credit Loans shall be continued as Eurodollar made as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationCommitted Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be convertedconverted or continued, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans automatically or Revolving Credit Loans shall be continued as Eurodollar made as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion The Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans from in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one Type to the other and each continuation of or more Eurodollar Rate Loans and (other than Automatically Continued Loansb) shall be made upon the Borrower’s irrevocable notice expiration of any Interest Period, (i) convert all or any part of its outstanding Eurodollar Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue such Eurodollar Rate Loans as Eurodollar Rate Loans. Whenever the Administrative AgentBorrower desires to convert or continue Loans as provided above, which may be given by telephone. Each such notice must be received by the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit G (a "Notice of Conversion/Continuation") not later than 11:00 a.m. three (3) Business Days prior to before the requested date of any day on which a proposed conversion to or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any Eurodollar Rate Loans (other than Automatically Continued Loans) Loan to be converted or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by continued, the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer last day of the Borrower. Each Interest Period therefor, (B) the effective date of such conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), and (iiiC) the principal amount of such Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuationNotice of Conversion/Continuation prior to the end of the Interest Period for any Eurodollar Rate Loan, then the applicable Loans automatically Eurodollar Rate Loan shall be continued as Eurodollar converted to a Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”)Loan. All Automatically Continued Loans Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanswith respect to the applicable Eurodollar Rate Loan. If the Borrower requests a conversion to to, or continuation of of, Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Loans shall be effective as of the last day of the respective Interest Periods then in effect for such Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued or CDOR Rate Loans) , shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York City time, three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or CDOR Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans or of CDOR Rate Loans to Canadian Prime Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Conversion Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of US$5,000,000 or $10,000,000 5,000,000 or a whole multiple of US$1,000,000 or $5,000,000 1,000,000 in excess thereof. Each conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of US$500,000 or $500,000 or a whole multiple of US$100,000 or $100,000 in excess thereof. Each Loan Conversion Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans or CDOR Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) if applicable, the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Conversion Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar converted to Base Rate Loans with an Interest Period of three months (“Automatically Continued or Canadian Prime Rate Loans”), as applicable. All Automatically Continued Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans or CDOR Rate Loans. If the Borrower requests a conversion to to, or continuation of Eurodollar Rate Committed Loans or CDOR Rate Loans in any such Notice of Conversion/ContinuationLoan Conversion Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Eurocurrency Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Eurocurrency Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Eurocurrency Loans to Base Rate Loans. Each telephonic notice by ; provided, however, that if the Borrower pursuant wishes to this Section 2.02(a) request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be confirmed promptly received by delivery to the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of a written Notice such conversion or continuation of Conversion/ContinuationEurocurrency Loans, appropriately completed whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and signed determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m. three Business Days before the requested date of such conversion or continuation of Eurocurrency Loans denominated in Dollars, the Administrative Agent shall notify the Borrower (which notice may be by a Responsible Officer of telephone) whether or not the Borrowerrequested Interest Period has been consented to by all the Lenders. Each conversion to or continuation of Eurodollar Eurocurrency Loans and each conversion to Base Rate Loans shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 500,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Eurocurrency Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be made or continued as Eurodollar Rate as, converted to, Eurocurrency Loans with an Interest Period of three months (“Automatically Continued Loans”)one month. All Automatically Continued Any such automatic conversion to, or automatic continuation as, Eurocurrency Loans with an Interest Period of one month shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurocurrency Loans. If the Borrower requests a conversion to to, or continuation of Eurodollar Rate Committed Eurocurrency Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (ab) Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other other, and each continuation of Eurodollar Rate LIBOR Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephoneby: (i) telephone or (ii) a Revolving Credit Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationRevolving Credit Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $10,000,000 500,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Revolving Credit Loan Notice of Conversion/Continuation (whether and each telephonic or written) notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other other, or a continuation of Eurodollar Rate LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Revolving Credit Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans automatically shall be continued as Eurodollar made as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable LIBOR Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed LIBOR Loans in any such Notice of Conversion/ContinuationRevolving Credit Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Loan. Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Revolving Credit Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided however, that if, on the date a Revolving Credit Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to LIBOR Loans.

Conversions and Continuations of Loans. (c) The Borrower shall have the option to (a) Each conversion convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans from in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one Type to the other and each continuation of or more Eurodollar Rate Loans and (other than Automatically Continued Loansb) shall be made upon the Borrower’s irrevocable notice expiration of any Interest Period, (i) convert all or any part of its outstanding Eurodollar Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue such Eurodollar Rate Loans as Eurodollar Rate Loans. Whenever the Administrative AgentBorrower desires to convert or continue Loans as provided above, which may be given by telephone. Each such notice must be received by the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit G (a "Notice of Conversion/Continuation") not later than 11:00 a.m. three (3) Business Days prior to before the requested date of any day on which a proposed conversion to or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any Eurodollar Rate Loans (other than Automatically Continued Loans) Loan to be converted or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by continued, the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer last day of the Borrower. Each Interest Period therefor, (B) the effective date of such conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), and (iiiC) the principal amount of such Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuationNotice of Conversion/Continuation prior to the end of the Interest Period for any Eurodollar Rate Loan, then the applicable Loans automatically Eurodollar Rate Loan shall be continued as Eurodollar converted to a Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”)Loan. All Automatically Continued Loans Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanswith respect to the applicable Eurodollar Rate Loan. If the Borrower requests a conversion to to, or continuation of of, Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) as the same Type shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., Seattle time, three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate LoansLoans as the same Type, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each Unless otherwise elected by Borrower in accordance with this Agreement or with respect to automatic continuations of Eurodollar Rate Loans (as provided below), the Loans shall accrue interest at the Base Rate plus the Applicable Margin. Except as provided below with respect to automatic continuations of Eurodollar Rate Loans, each conversion of Loans a Loan from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) , shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.04(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice of Conversion/Continuation(which may be a .pdf via e-mail), appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans Loans, and each conversion to Base Rate Loans, shall be in a principal amount of $10,000,000 500,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether be substantially in the Borrower is requesting a conversion form of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretoExhibit A attached hereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting continuation of a conversion or continuationEurodollar Rate Loan, then the applicable Loans automatically Segments of the applicable Loan (subject to Sections 2.04(b) and 3.02) shall be automatically continued as a Eurodollar Rate Loans Loan with an Interest Period of three months (“Automatically Continued Loans”)one month, except if such Interest Period would extend beyond the Term Loan Maturity Date or Revolving Loan Maturity Date, as applicable, in which case such Eurodollar Rate Loan shall be automatically converted into a Base Rate Loan. All Automatically Continued Any such automatic continuation of such Eurodollar Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (ab) Each conversion of Loans all or a portion of the Term Loan from one Type to the other other, and each continuation of any portion of the Term Loan that is a Eurodollar Rate Loans (other than Automatically Continued Loans) Loan shall be made upon the Borrower’s irrevocable notice to the Administrative AgentLender, which may be given by telephone. Each such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent Lender of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerOfficer. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans a portion of the Term Loan from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans the Term Loan to be converted or continued, (iv) the Type of Loans to which existing Loans are all or such portion of the Term Loan is to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically portion of the Term Loan shall be continued as Eurodollar converted to a Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”)Loan. All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion 46969638_8 to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the relevant Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 12:30 p.m. (New York time) three (3) Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (other than Automatically Continued Loansii) or 12:30 p.m. (New York time) one (1) Business Day prior to the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the relevant Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationConversion or Continuation Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Conversion or Continuation Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the relevant Borrower is requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the relevant Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the relevant Borrower requests a conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationConversion or Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone (1) month.

Conversions and Continuations of Loans. (a) Each Unless otherwise elected by Borrower in accordance with this Agreement or with respect to automatic continuations of Eurodollar Rate Loans (as provided below), the Loans shall accrue interest at the Base Rate plus the Applicable Margin. Except as provided below with respect to automatic continuations of Eurodollar Rate Loans, each conversion of Loans a Loan from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) , shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.05(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice of Conversion/Continuation(which may be a .pdf via e-mail), appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans Loans, and each conversion to Base Rate Loans, shall be in a principal amount of $10,000,000 500,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether be substantially in the Borrower is requesting a conversion form of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretoExhibit A attached hereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting continuation of a conversion or continuationEurodollar Rate Loan, then the applicable Loans automatically Segments of the applicable Loan (subject to Sections 2.05(b) and 3.02) shall be automatically continued as a Eurodollar Rate Loans Loan with an Interest Period of three months (“Automatically Continued Loans”)one month, except if such Interest Period would extend beyond the Term Loan Maturity Date or Revolving Loan Maturity Date, as applicable, in which case such Eurodollar Rate Loan shall be automatically converted into a Base Rate Loan. All Automatically Continued Any such automatic continuation of such Eurodollar Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) as the same Type shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, Chicago time, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationBorrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate LoansLoans as the same Type, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be made or continued as Eurodollar as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationBorrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. Following receipt of a BorrowingNotice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon, Chicago time, on the Business Day specified in the applicable Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date of the Borrowing there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Borrower, as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 5 Interest Periods in effect with respect to Loans.

Conversions and Continuations of Loans. (a) Each conversion of The Term Loans from one Type to the other and each continuation of Eurodollar Eurocurrency Rate Loans comprising the Term Loans (other than Automatically Continued Loanseach a "Eurocurrency Rate Loan") shall be made upon the Borrower’s Borrower Representative's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date Funding Date of any conversion to Borrowing of or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Eurocurrency Rate Loans. Each telephonic notice by the Borrower Representative pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Each conversion to or continuation of Eurodollar a Eurocurrency Rate Loans Loan shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be continuation (which shall be a Business Day), (iiiii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (viii) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar a Eurocurrency Rate Loans with Loan having an Interest Period of three months (“Automatically Continued Loans”)one month. All Automatically Continued Any automatic continuation of Eurocurrency Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanseffect. If the Borrower requests Borrowers request a conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails fail to specify an Interest Period, it Borrowers will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar LIBOR Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three (3) Business Days prior to the requested date of any conversion to or continuation of Eurodollar LIBOR Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar LIBOR Rate Loans to Base Rate Loans, and (ii) on the Business Day of the requested date of any conversion to or continuation of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar LIBOR Rate Loans shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 250,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar LIBOR Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans Loan to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable LIBOR Rate Loans. If the Borrower requests a conversion to or continuation of Eurodollar LIBOR Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans all or a portion of the Term Loan from one Type to the other other, and each continuation of any portion of the Term Loan that is a Eurodollar Rate Loans (other than Automatically Continued Loans) Loan shall be made upon the Borrower’s irrevocable notice to the Administrative AgentLender, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Lender of a Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent Lender not later than 11:00 a.m. three (3) Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereofthereof (or, if less, the entire principal thereof then outstanding). Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Loan Notice of Conversion/Continuation (whether and each telephonic or writtennotice) shall specify (i) whether the Borrower is requesting a conversion of Loans a portion of the Term Loan from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans the Term Loan to be converted or continued, (iv) the Type of Loans to which existing Loans are all or such portion of the Term Loan is to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically portion of the Term Loan shall be continued as Eurodollar converted to a Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”)Loan. All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone (1) month.

Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5 million or a whole multiple of $5,000,000 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted or continued, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Loan to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection (a). In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting an account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate Loans by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans. The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing.

Conversions and Continuations of Loans. (ab) Each conversion of Loans all or a portion of the Term Loan from one Type to the other other, and each continuation of any portion of the Term Loan that is a Eurodollar Rate Loans (other than Automatically Continued Loans) Loan shall be made upon the Borrower’s irrevocable notice to the Administrative AgentLender, which may be given by telephone(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Lender of a Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent Lender not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans a portion of the Term Loan from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans the Term Loan to be converted or continued, (iv) the Type of Loans to which existing Loans are all or such portion of the Term Loan is to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically portion of the Term Loan shall be continued as Eurodollar converted to a Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”)Loan. All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other The Term Loan and each continuation of Eurodollar Eurocurrency Rate Loans comprising the Term Loan (other than Automatically Continued Loanseach a “Eurocurrency Rate Loan”) shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date Funding Date of any conversion to Borrowing of or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Eurocurrency Rate Loans. Each telephonic notice by the Borrower Representative pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationLoan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Each conversion to or continuation of Eurodollar a Eurocurrency Rate Loans Loan shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be continuation (which shall be a Business Day), (iiiii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (viii) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar a Eurocurrency Rate Loans with Loan having an Interest Period of three months (“Automatically Continued Loans”)one month. All Automatically Continued Any automatic continuation of Eurocurrency Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanseffect. If the Borrower requests Borrowers request a conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails fail to specify an Interest Period, it Borrowers will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each a)The Borrowing, each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate SOFR Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may shall be given by telephone. Each such notice must be received telephone (confirmed by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationCommitted Loan Notice), appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Administrative Agent no later than (i) 1:00 p.m. New York City time three (3) Business Days prior to the requested date of a Borrowing (except as otherwise agreed by the Administrative Agent at the direction of the Required Lenders) or any continuation of SOFR Loans or any conversion of Base Rate Loans to SOFR Loans, and (ii) 11:00 a.m. New York City time one (1) Business Day before the requested date of a Borrowing of Base Rate Loans. Each conversion to or continuation of Eurodollar SOFR Loans shall be in a minimum principal amount of $500,000, or a whole multiple of $100,000, in excess thereof. Except as provided in the last sentence of this paragraph, each conversion to Base Rate Loans shall be in a minimum principal amount of $10,000,000 500,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Committed Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the location for which funds are to be disbursed (which may be in the form of a funds flow memorandum). If the Borrower fails to specify a Type of Loan in a Committed Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be continued as Eurodollar Rate Loans with an Interest Period of three months (“Automatically Continued made as, or converted to, SOFR Loans”). All Automatically Continued Loans shall be effective as of the last day of the respective Interest Periods then in effect for such Loans. If the Borrower requests a conversion to or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months.

Conversions and Continuations of Loans. (a) Each a)Each Borrowing, each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Rate Term SOFR Loans (other than Automatically Continued Loans) shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate ​ ​ Loans and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Term SOFR Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. Each Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Company fails to specify a Type of Loan in a Loan Notice of Conversion/Continuation or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans automatically shall be made as, or (except as otherwise provided in Section 2.01(c)) continued as Eurodollar Rate as, Term SOFR Loans with having an Interest Period of three months (“Automatically Continued Loans”)months. All Automatically Continued Any such automatic conversion to Term SOFR Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Loans. If the Borrower Company requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Term SOFR Loans in any such Notice of Conversion/ContinuationLoan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each Revolving Borrowing, each conversion of Revolving Loans from one Type to the other other, and each continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Automatically Continued Loans) or of any conversion of Eurodollar Rate Loans to Base Rate Revolving Loans, and (ii) on the requested date of any Borrowing of Base Rate Revolving Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/ContinuationRevolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 1,500,000 or a whole multiple of $5,000,000 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Revolving Loan Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Borrowing, a conversion of Revolving Loans from one Type to the other other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a Revolving Loan Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans automatically shall be continued as Eurodollar made as, or converted to, Base Rate Loans with an Interest Period of three months (“Automatically Continued Loans”). All Automatically Continued Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the respective Interest Periods Period then in effect for such with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to to, or continuation of Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationRevolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. Following receipt of a Revolving Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Revolving Borrowing, each Lender shall make the amount of its Revolving Loan available to Agent in immediately available funds at Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such Revolving Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall be applied, to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. The Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than six (6) Interest Periods in effect with respect to Revolving Loans.

Conversions and Continuations of Loans. (a) Each conversion of Loans from one Type to the other other, and each continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (other than Automatically Continued Loansor BA Equivalent Notes) shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three 2:00 p.m. (Eastern time) 3 Business Days prior to the requested date of any conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (other than Automatically Continued Loansor BA Equivalent Notes) or of any conversion of Eurodollar a Eurocurrency Rate Loans Loan to a US Base Rate LoansLoan or US Prime Rate Loan, or a Bankers’ Acceptance (or BA Equivalent Note) to a Cdn. Prime Rate Loan, or any conversion of a US Base Rate Loan or US Prime Rate Loan to a Eurocurrency Rate Loan, or a Cdn. Prime Rate Loan to a Bankers’ Acceptance (or BA Equivalent Note) or any conversion of a Base Rate Loan from one currency to another currency. Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a2.02(a)(ii) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Each conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes), as applicable, shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in a principal amount of $10,000,000 1,000,000 or a whole multiple of $5,000,000 100,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (iA) the applicable Borrower or Borrowers, (B) whether the applicable Borrower is requesting a conversion of Loans from one Type to the other other, or a continuation of Eurodollar Eurocurrency Rate LoansLoans or Bankers’ Acceptances (or BA Equivalent Notes), (iiC) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iiiD) the principal amount of Loans to be converted or continued, (ivE) the Type of Loans to which existing Loans are to be converted, and (vF) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Agent, on behalf of itself or either of the US Borrowers, fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower Agent fails to give a timely notice requesting a conversion or continuation, then the applicable US Dollar Loans automatically shall be continued as Eurodollar converted to US Base Rate Loans with an Interest Period of three months (“Automatically Continued respect to the Canadian Borrower and US Prime Rate Loans with respect to the US Borrowers and the applicable Cdn. Dollar Loans shall be converted to Cdn. Prime Rate Loans”). All Automatically Continued Any such automatic conversion to US Base Rate Loans or US Prime Rate Loans, as applicable, shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanswith respect to the applicable Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes). If the Borrower Agent requests a conversion to to, or continuation of Eurodollar Eurocurrency Rate Committed Loans or Bankers’ Acceptances (or BA Equivalent Notes) in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month.

Conversions and Continuations of Loans. (a) Each conversion The Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans from in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one Type to the other and each continuation of or more Eurodollar Rate Loans and (other than Automatically Continued Loansb) shall be made upon the Borrower’s irrevocable notice expiration of any Interest Period, (i) convert all or any part of its outstanding Eurodollar Rate Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue such Eurodollar Rate Loans as Eurodollar Rate Loans. Whenever the Administrative AgentBorrower desires to convert or continue Loans as provided above, which may be given by telephone. Each such notice must be received by the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit G (a "Notice of Conversion/Continuation") not later than 11:00 a.m. three (3) Business Days prior to before the requested date of any day on which a proposed conversion to or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any Eurodollar Rate Loans (other than Automatically Continued Loans) Loan to be converted or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by continued, the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer last day of the Borrower. Each Interest Period therefor, (B) the effective date of such conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), and (iiiC) the principal amount of such Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower fails to give a timely notice requesting a conversion or continuationNotice of Conversion/Continuation prior to the end of the Interest Period for any Eurodollar Rate Loan, then the applicable Loans automatically Eurodollar Rate Loan shall be automatically continued as a Eurodollar Rate Loans Loan with an Interest Period of three months (“Automatically Continued Loans”)the same duration. All Automatically Continued Loans Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the respective Interest Periods Period then in effect for such Loanswith respect to the applicable Eurodollar Rate Loan. If the Borrower requests a conversion to to, or continuation of of, Eurodollar Rate Committed Loans in any such Notice of Conversion/ContinuationLoans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three monthsone month. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.