Common use of Conversions and Continuations Clause in Contracts

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies 2.1.2 (i) a Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit EXHIBIT D, signed by an authorized officer of such Borrower, at least 1 Business Day before on the requested conversion datedate by 11:00 a.m., in the case of a conversion into Base Rate Loans, and by 11:00 a.m. at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when at any time any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must Loans, shall be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies Tropical shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DC, signed by an authorized officer of such BorrowerTropical, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter describedContinuation, elect to (Aa) to continue all or any part of the principal amount of a LIBOR Rate Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (Bb) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Rate Loans when any Default or Event of Default exists. Any has occurred and is continuing, and no conversion of a any LIBOR Loan Rate Loans into a Alternate Base Rate Loan Loans shall be made except on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each LenderRate Loans. (ii) Whenever Borrowers desire Borrower desires to convert or to continue Loans under Section 2.1.2(i)2.1.3 (i) hereof, ▇▇▇▇ Companies Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) ), substantially in the form of Exhibit DEXHIBIT A attached hereto (a "Notice of Conversion/Continuation"), signed by an authorized officer of such Borrower, at least 1 one (1) Business Day before the requested conversion date, in the case of a conversion into an Alternate Base Rate Loans, Loan and at least 3 two (2) Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of a LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuationRate Loan. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) ), and whether the Loans are being converted into or continued as LIBOR Rate Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Alternate Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Rate Loans, Borrower shall have failed to deliver the a Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans to Alternate Base Rate Loans.

Conversions and Continuations. (i) Borrowers Each Borrower may on any Domestic Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Euro-Dollar Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Revolver Loan of one Type into a Revolver Loan of another Type; provided, however, that no outstanding Loans Revolver Loans, or any part thereof, may be converted into or continued as LIBOR Euro-Dollar Loans when any Default or Event of Default exists. Any conversion of a LIBOR Euro-Dollar Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Euro-Dollar Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances Loans, must be allocated among Lenders on a Pro Rata pro rata basis, and the Interest Period for such Revolver Loans converted into or continued as LIBOR Euro-Dollar Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Revolver Loans under Section 2.1.2(i3.1.2(i), ▇▇▇▇ Companies Borrowers shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DC ("Notice of Conversion/Continuation"), signed by an authorized officer of such a Borrower, at least 1 Domestic Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Domestic Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Euro-Dollar Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Revolver Loans to be converted or continued, the date of such conversion or continuation (which shall be a Domestic Business Day) and whether the Revolver Loans are being converted into or continued as LIBOR Euro-Dollar Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Euro-Dollar Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Euro-Dollar Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Euro-Dollar Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Euro-Dollar Loans when any Default or Event of Default existsexists unless Lender otherwise consents at such time. Any conversion of a LIBOR Euro-Dollar Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Euro-Dollar Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(iSECTION 3.1.2(i), ▇▇▇▇ Companies Borrowers shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, EXHIBIT B (a "Notice of Conversion/Continuation") signed by an authorized officer of such BorrowerBorrowers prior to 11:00 a.m., at least 1 Business Day before the requested conversion date, date in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Euro-Dollar Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Euro-Dollar Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the an Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Euro-Dollar Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Euro-Dollar Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies 2.1.2 (i) Borrower Agent shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DC, signed by an authorized officer of such BorrowerBorrower Agent, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Revolver Loan of one Type into a Revolver Loan of another Type; provided, however, during the period that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists, Lender may declare that no Revolver Loan may be made or continued as or converted into a LIBOR Loan. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Revolver Loans under Section 2.1.2(i3.1.2(i), ▇▇▇▇ Companies Borrower Agent shall give Agent written Lender notice thereof in form satisfactory to Lender (or telephonic notice promptly confirmed in writing) substantially in the form a “Notice of Exhibit D, signed by an authorized officer of such BorrowerConversion/Continuation”), at least 1 one (1) Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 three (3) Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Revolver Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Revolver Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business DayDay after the Closing Date, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i2.6(i), ▇▇▇▇ Companies Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DEXHIBIT B, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of Each such notice (a "Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation ") shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers Borrower of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Loans, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when at any time any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must Loans, shall be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section SECTION 2.1.2(i), ▇▇▇▇ Companies Tropical shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DEXHIBIT C, signed by an authorized officer of such BorrowerTropical, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter describedContinuation, elect to (Aa) to continue all or any part of the principal amount of a LIBOR Rate Loan by selecting a new Interest Period therefor, to commence on the last day of the Interest Period immediately preceding such new Interest Period, or (Bb) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Rate Loans when any Default or Event of Default exists. Any has occurred and is continuing, and no conversion of a any LIBOR Loan Rate Loans into a Base Rate Loan Loans or Daily Rate Loans shall be made except on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each LenderRate Loans. (ii) Whenever Borrowers desire Borrower desires to convert or to continue Loans under Section 2.1.2(i)2.1.4 (i) hereof, ▇▇▇▇ Companies Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) ), substantially in the form of Exhibit DB attached hereto (a "Notice of Conversion/Continuation"), signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 two (2) Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) ), and whether the Loans are being converted into or continued as LIBOR Rate Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.thereto),

Conversions and Continuations. Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrowers shall have the right at any time upon prior irrevocable telephonic notice (iwhich shall be confirmed promptly in writing (including telecopy or other electronic communication)) Borrowers may on any Business Day, subject to the giving of Administrative Agent by the time that a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day Borrowing of the immediately preceding Interest Period, or (B) Type resulting from such election to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day effective date of such election, to convert such borrowing to a different Type of Borrowing, or in the case of a LIBOR Borrowing, to continue such Borrowing as a LIBOR Borrowing for an additional Interest Period for Period, subject in each case to the following: (a) if fewer than all the Loans comprising any Borrowing are to be converted or continued, such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender.made pro rata among the Lenders in accordance with the respective Loans of such Lenders that are part of such Borrowing immediately prior to such conversion or continuation; (iib) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuationfewer than all the Loans comprising any Borrowing, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continuedcontinued shall be an amount that would be a permitted Borrowing amount for Loans of the same Type under the last sentence of Section 2.02(a); (c) accrued interest on a LIBOR Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation; (d) if any LIBOR Loan is converted at a time other than the end of an Interest Period applicable thereto, the date of such conversion or continuation Borrowers shall pay any increased costs associated therewith pursuant to Section 2.16; (which shall be a Business Daye) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the any Interest Period to be applicable thereto and, shall comply with the limitations specified in the absence definition of any specification by Borrowers of the Interest Period; and (f) the Borrowers shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, LIBOR Loans if an Event of Default shall exist when the Borrowers deliver notice of such election to the Administrative Agent. If the Borrowers shall not have given timely notice to continue any LIBOR Loan into a subsequent Interest Period (and shall not otherwise have given notice to convert such Loan), such Loan (unless repaid pursuant to the terms hereof) shall, subject to Section 4.01, automatically be continued as a LIBOR Loan with an Interest Period of one month will be deemed to be specified(1) or Base Rate Loansmonth’s duration. If, upon The Administrative Agent shall promptly advise the expiration applicable Lenders of any Interest Period in respect notice given pursuant to this Section and of any LIBOR Loans Borrowers each such Lender’s portion of the continuation or conversion hereunder. This Section shall have failed not apply to deliver the Notice of Conversion/ContinuationSwingline Borrowings, Borrowers shall which may not be deemed to have elected to convert such LIBOR Loans to Base Rate Loansconverted or continued.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans Loan may be converted into -------- ------- a LIBOR Loan or continued as a LIBOR Loans Loan after the expiration of the Interest Period applicable thereto when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Prime Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies 3. (i) Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit EXHIBIT D, --------- signed by an authorized officer of such Borrower, at least 1 Business Day before on the requested conversion datedate by 11:00 a.m., in the case of a conversion into Base Prime Rate Loans, and by 11:00 a.m. at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Prime Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Loans, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans to Base Prime Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, On the terms and subject to the giving of a proper Notice of Conversion/Continuation as hereinafter describedlimitations hereof, elect (A) the Borrower shall have the option at any time and from time to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) time to convert all or any part portion of the Advances into Prime Rate Tranches or Eurodollar Rate Tranches, or to continue a Loan of one Type into a Loan of another TypeEurodollar Rate Tranche as such; provided, however, that no outstanding Loans a Eurodollar Rate Tranche may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made only on the last day of the Interest Period for applicable thereto and no portion of the Advances may be converted or continued as a Eurodollar Rate Tranche if an Event of Default has occurred and is continuing on the proposed date of continuation or conversion. Portions of the Advances may be converted to, or continued as, Eurodollar Rate Tranches only in amounts of $100,000 or an integral multiple thereof, and the Borrower shall be entitled to have no more than five (5) Eurodollar Rate Tranches outstanding at any time. The Borrower shall give the Bank written notice of any continuation or conversion of any portion of the Advances and such LIBOR Loan. Any notice must be given so as to be received by the Bank not later than 11:00 A.M. (Minneapolis time) two Eurodollar Business Days prior to requested date of conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of the continuation or, or conversion to, a conversion into Base Eurodollar Rate Loans, Tranche and at least 3 Business Days before not later than 11:00 A.M. (Minneapolis time) on the date of the requested continuation of a Prime Rate Tranche. Each such notice shall specify (a) the amount to be continued or converted, (b) the date for the continuation or conversion or (which must be (i) the last day of the preceding Interest Period for any continuation dateof Eurodollar Rate Tranches, (ii) a Eurodollar Business Day in the case of conversions to Eurodollar Rate Tranches, and (iii) a conversion into Business Day in the case of continuations as Prime Rate Tranches), and (c) in the case of conversions to or continuations as Eurodollar Rate Tranches, the Interest Period applicable thereto. Any notice given by the Borrower under this Section shall be irrevocable. If the Borrower shall fail to notify the Bank of the continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuationany Eurodollar Rate Tranche within the time required by this Section, Agent shall notify each Lender in writing such Eurodollar Rate Tranche shall, at the option of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify Bank, on the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration last day of the Interest Period to applicable thereto, (a) automatically be applicable thereto and, in the absence of any specification by Borrowers converted into a Prime Rate Tranche of the Interest Period, same principal amount or (b) automatically be continued as Eurodollar Rate Tranches having an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loansmonth.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies Borrower Agent shall give Administrative Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DC, signed by an authorized officer of such BorrowerBorrower Agent, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Administrative Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; providedPROVIDED, howeverHOWEVER, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances Advances, must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies 2. (i) Borrower shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DEXHIBIT C (a "Notice of Conversion/Continuation"), signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Loans, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies SECTION 2. (i) Borrower shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit EXHIBIT D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers Borrower of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Revolver Loan of one Type into a Revolver Loan of another Type; provided, however, that no outstanding Revolver Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among DIP Lenders on a Pro Rata basis, and the Interest Period for Revolver Loans converted into or continued as LIBOR Loans shall be coterminous for each DIP Lender. (ii) Whenever Borrowers desire any Borrower desires to convert or continue Revolver Loans under Section 2.1.2(i), ▇▇▇▇ Companies SRC shall give DIP Agent written notice (which may be by internet or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DB, signed by an authorized officer of such Borrower, at least 1 one (1) Business Day before the requested conversion date, in the case of a conversion into a Base Rate LoansLoan, and at least 3 three (3) Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of a LIBOR LoansLoan. Promptly after receipt of a Notice of Conversion/Continuation, DIP Agent shall notify each DIP Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Revolver Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the such Revolver Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans Loan may be converted into a LIBOR Loan or continued as a LIBOR Loans Loan after the expiration of the Interest Period applicable thereto when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Chase Bank Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies SECTION 4. (I) Borrower shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DEXHIBIT B , signed by an authorized officer of such Borrower, at least 1 Business Day before on the requested conversion datedate by 11:00 a.m., in the case of a conversion into Base Chase Bank Rate Loans, and by 11:00 a.m. at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Chase Bank Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Loans, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans to Base Chase Bank Rate Loans.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted ----------------- into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances Equipment Loan, must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies 2.1.2 (i) a Borrower shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DB ("Notice of --------- Conversion/Continuation"), signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans and on the requested conversion date, in the case of a conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. (a) Each conversion of a portion of the Term Loans from one Type to the other, and each continuation of Eurodollar Rate Loans, shall be made upon the applicable Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by 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 or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each conversion to or continuation of a portion of the Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) Borrowers whether the applicable Borrower is requesting a conversion of a portion of the Term 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 on any be (which shall be a Business Day), subject (iii) the aggregate principal amount to converted or continued, (iv) the giving Type of a proper Notice the portion of Conversion/Continuation as hereinafter describedthe Term Loans to be converted, elect and (Av) to continue all or any part if applicable, the duration of a LIBOR Loan by selecting a the new Interest Period thereforwith respect thereto. If the applicable Borrower fails to give a timely notice requesting a continuation of Eurodollar Rate Loans, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding then such Eurodollar Rate Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made then in effect with respect to less than the entire outstanding balance applicable Eurodollar Rate Loans. If the applicable Borrower requests a conversion to, or continuation of the Revolver Eurodollar Rate Loans or the Term in any such Loan Advances must Notice, but fails to specify an Interest Period, it will be allocated among Lenders on a Pro Rata basis, and the deemed to have specified an Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lenderof one month. (iib) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Administrative Agent shall notify each Lender in writing of the proposed details of any automatic conversion to Base Rate Loans described in the preceding subsection. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or continuationconverted only on the last day of an Interest Period for such Eurodollar Rate Loan. Each such Notice During the existence of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount a Default, no portion of the Term Loans to may be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into to or continued as LIBOR Eurodollar Rate Loans without the consent of Required Lenders. (and, if so, d) Administrative Agent shall promptly notify the duration applicable Borrower and Lenders of the Interest Period interest rate applicable to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, Administrative Agent shall notify the applicable Borrower and Lenders of any LIBOR Loans Borrowers shall have failed to deliver change in Bank of America’s prime rate used in determining the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate promptly following the public announcement of such change. (e) After giving effect to all conversions of portions of Term Loans from one Type to the other, and all continuations of portions of Eurodollar Rate Loans, there shall not be more than eight (8) Interest Periods in effect with respect to the Term Loans.

Conversions and Continuations. (i) Borrowers Borrower may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan Advance by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) subject to the availability of interest rates as provided in Sections 2.4(B), 2.4(C) and 2.4(D) hereof, to convert all or any part of a Loan of one Type type into a Loan of another Typetype; provided, however, that no Lender shall not be obligated to convert any outstanding Loans may be converted Loan into or continued continue any outstanding Loan as a LIBOR Loans Advance when any Default or Event of Default existshas occurred and is continuing. Any conversion of a LIBOR Loan Advance into a Base Prime Rate Loan Advance shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each LenderAdvance. (ii) Whenever Borrowers desire Borrower desires to convert or continue Loans under Section 2.1.2(i2.4(E)(i), ▇▇▇▇ Companies Borrower shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before on the requested conversion date, date by 10:00 a.m. in the case of a conversion into Base a Prime Rate LoansAdvance, and by 10:00 a.m. at least 3 two (2) Business Days before the requested conversion or continuation date, date in the case of a conversion into or continuation of a LIBOR Loans. Promptly after receipt Advance and by 10:00 a.m. at least five (5) Business Days before the requested conversion or continuation date in the case of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuationTreasury Rate Advance. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as a LIBOR Loans Advance or a Treasury Rate Advance (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specifiedthereto) or Base a Prime Rate LoansAdvance. If, If upon the expiration of any Interest Period in respect of any LIBOR Loans Borrowers Advance or a Treasury Rate Advance, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrowers Borrower shall be deemed to have elected to convert such LIBOR Loans Advance or Treasury Rate Advance to Base a Prime Rate LoansAdvance.

Conversions and Continuations. (i) Borrowers may on any Business Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be continued beyond the last day of the Interest Period then in effect for such Loans as, or converted into or continued as into, LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section SECTION 2.1.2(i), ▇▇▇▇ Companies Borrowers shall give Agent Lender written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit DEXHIBIT B (a "Notice of Conversion/Continuation"), signed by an authorized officer of such BorrowerBorrowers, at least 1 Business Day before the requested conversion date, date in the case of a conversion into Base Rate Loans, and at least 3 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the an Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Loans Loans, Borrowers shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

Conversions and Continuations. Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrowers shall have the right at any time upon prior irrevocable telephonic notice (iwhich shall be confirmed promptly in writing (including telecopy or other electronic communication)) Borrowers may on any Business Day, subject to the giving of Administrative Agent by the time that a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day Borrowing of the immediately preceding Interest Period, or (B) Type resulting from such election to convert all or any part of a Loan of one Type into a Loan of another Type; provided, however, that no outstanding Loans may be converted into or continued as LIBOR Loans when any Default or Event of Default exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day effective date of such election, to convert such borrowing to a different Type of Borrowing, or in the case of a LIBOR Borrowing, to continue such Borrowing as a LIBOR Borrowing for an additional Interest Period for Period, subject in each case to the following: (a) if fewer than all the Loans comprising any Borrowing are to be converted or continued, such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender.made pro rata among the Lenders in accordance with the respective Loans of such Lenders that are part of such Borrowing immediately prior to such conversion or continuation; (iib) Whenever Borrowers desire to convert or continue Loans under Section 2.1.2(i), ▇▇▇▇ Companies shall give Agent written notice (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit D, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion/Continuationfewer than all the Loans comprising any Borrowing, Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, continued shall be an amount that would be a permitted Borrowing amount for Loans of the date same Type under the last sentence of such Section 2.02(a); (c) accrued interest on a LIBOR Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation continuation; (which shall be d) if any LIBOR Loan is converted at a Business Day) and whether time other than the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration end of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed applicable thereto, the Borrowers shall pay any increased costs associated therewith pursuant to be specifiedSection 2.16; (e) or Base Rate Loans. If, upon the expiration duration of any Interest Period shall comply with the limitations specified in respect the definition of Interest Period; and (f) the Borrowers shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, LIBOR Loans if an Event of Default shall exist when the Borrowers shall have failed deliver notice of such election to deliver the Notice of Conversion/Continuation, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate LoansAdministrative Agent.