Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) at least three Business Days in advance of the Conversion Date or continuation date, specifying in each case: (A) the proposed Conversion Date or continuation date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, as to any Loan that is to be converted into or continuation datecontinued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, specifying in each caseas to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven as held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, as to any Loan that is to be converted into or continuation datecontinued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, specifying in each caseas to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven as held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company Borrower may as to its Loans, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, in the case of Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Base Rate other Type of Loans, to convert any such Loans (or any part thereof in an amount that is not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount that is not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided that, if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Federal Funds Rate Loans, and on and after such date, the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days, and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan with respect to each Borrower. (b) The Company relevant Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 Notice as to its Loans to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans, specifying in each caseand (ii) on the Conversion/Continuation Date, if the Loans are to be continued or converted into Federal Funds Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Federal Funds Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative The Agent will promptly notify each Bank of the details its receipt of any automatic conversiona Conversion/Continuation Notice. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect to convert on or provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any continue such Loans as, and convert such Loans into, Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City Los Angeles time) at least three (i) four Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.which (e) Unless the Majority Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):Agent: (i) elect to convert on any Business Day, any Base Rate Loans in an amount equal to $1,000,000 (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate Eurodollar Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Eurodollar Loans maturing on such Interest Payment Date (or any part thereof) into Base Rate Loans; or (iii) elect to continue on any Interest Payment Date any Eurodollar Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than equal to $5,000,000, 1,000,000 or that is in an any integral multiple of $1,000,000 100,000 in excess thereof) as Eurodollar Loans; provided, that if the aggregate amount of Eurodollar Investment Capital Loans or Eurodollar Working Capital Loans shall have been reduced by payment, prepayment, or conversion of any part thereof, to be less than $1,000,000, such Eurodollar Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of Borrower to renew on any Interest Payment Date any Offshore Rate continue such Loans maturing on as, and convert such Interest Payment Date (or any part thereof in an amount not less than $5,000,000Loans into, or that is in an integral multiple of $1,000,000 in excess thereof)Eurodollar Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to Administrative Agent by facsimile to be received by the Administrative Agent not later than Noon (prior to 1:00 p.m. New York City time) time at least three (i) prior to the Commitment Fee Inception Date, 4 Business Days in advance of the Conversion Date or continuation dateContinuation Date, specifying and on or after the Commitment Fee Inception Date, 3 Business Days in each case: advance of the Conversion Date or Continuation Date, if any Loans are to be converted into or continued as Eurodollar Loans; and (ii) one Business Day in advance of the Conversion Date or Continuation Date, if any Loans are to be converted into Base Rate Loans; specifying: (A) the proposed Conversion Date or continuation date; Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.the

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0005,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any Offshore continue as Eurodollar Rate Loans maturing any Eurodollar Rate Loans having Interest Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 1:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate LoansPeriod, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than four different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore Eurodollar Rate Loans maturing having Interest Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 give written or telephonic notice to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City Chicago time) at least three (i) two Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversions into or continuations of Eurodollar Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above Such notice, if written, shall be subject to in the limitation that no more than ten Tranches form of Offshore Rate Loans may a Notice of Conversion/Continuation and, if telephonic, shall be outstanding at any one timeconfirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, in the case of Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Base Rate other Type of Loans, to convert any such Loans (or any part thereof in an amount that is not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount that is not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Federal Funds Rate Loans, and on and after such date, the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days, and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 Notice to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans, specifying in each caseand (ii) on the Conversion/Continuation Date, if the Loans are to be continued or converted into Federal Funds Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Federal Funds Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative The Agent will promptly notify each Bank of the details its receipt of any automatic conversiona Conversion/Continuation Notice. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (ed) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0005,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any Offshore continue as Eurodollar Rate Loans maturing any Eurodollar Rate Loans having Interest Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 1:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate LoansPeriod, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSubsection 3.2(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore LIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore LIBOR Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation (substantially in accordance with Section 10.02 the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation date, specifying in each casecontinued as LIBOR Rate Loans and specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewed; (Ciii) the nature type of Loans resulting from the proposed conversion or continuation; and (Div) the duration of the requested Interest Period. The exercise by , provided, however, the Company of Borrower may not select an Interest Period that ends after the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timeStated Termination Date. (c) If upon the expiration of any Interest Period applicable to Offshore LIBOR Rate Loans, the Company Borrower has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore LIBOR Rate Loans or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such Offshore LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Lender. (e) Unless the Majority Banks shall otherwise agree, during During the existence of a Default or an Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided that if the Aggregate Commitment shall have been reduced to less than -------- $10,000,000, on and after such reduction the right of Company to elect to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver in writing (or by facsimile transmission confirmed immediately by a telephone call or by a telephone call confirmed immediately by a facsimile transmission), an irrevocable Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City 9:00 a.m., San Francisco, California time) , at least three Business Days in advance of the Conversion Date or continuation dateConversion/Continuation Date, specifying in each casespecifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature of the proposed conversion or continuation; and (Div) with respect to Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (ci) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans or Loans, and if any Default or no Event of Default shall then exist, Company shall be deemed to have elected to continue such Offshore Rate Loans as Offshore Rate Loans with an Interest Period of one month. (ii) If an Event of Default exists at the time any Interest Period applicable to Offshore Rate Loans expires, Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/ContinuationConversion/ Continuation (or telephonic notice in lieu thereof), the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companyprovided, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven or which are subject to automatic conversion held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon ------------------------------------- irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i) elect to convert on elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Base other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into with Interest Periods identical to the then expiring Offshore Rate Loans; or (ii) elect to convert on Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in -------- respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any continue such Loans as Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent (i) not later than Noon 10:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereofContinuations, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice Requisite Notice to the Administrative Agent in accordance with subsection 2.04(b): Agent: (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Eurodollar Rate Loans; or (ii) elect to convert on any Interest Payment Date Date, any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) ), into Base Rate Loans; or or (iii) elect to renew renew, on any Interest Payment Date therefor, any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if the aggregate amount of Eurodollar Rate Loans shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, the Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as Eurodollar Rate Loans shall terminate. (b) The Company shall deliver by Requisite Notice a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date conversion date or continuation date, specifying if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one Business Day in each case: advance of the conversion date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date conversion date or continuation date; ; (B) the aggregate amount of Loans to be converted or renewed; ; (C) the nature of the proposed conversion or continuation; and and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, (i) the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, as the case may be, or (ii) if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest PeriodPeriod (reduced to the extent necessary to reflect any reductions of the Commitments on or prior to such day). (d) Upon receipt of a Notice of Conversion/Conversion/ Continuation, the Administrative Agent will promptly notify each Bank thereofLender under the applicable Tranche, or, if no Requisite Notice is not timely notice is provided by the Companyprovided, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations of Loans in any Tranche shall be made pro rata according to ratably among the respective outstanding principal amounts of the Loans held by each Bank Lenders under such Tranche in accordance with respect to which the notice was giventheir Pro Rata Shares. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on any Interest Payment Date continue any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof thereof) in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Guarantor (on behalf of the Borrowers) to continue such Loans as, or that is in an integral multiple of $1,000,000 in excess thereof)convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Company Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 9:00 A.M. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversions into Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, Guarantor (on behalf of the Company Borrowers) has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existexists, Guarantor (on behalf of the Company Borrowers) shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by Guarantor (on behalf of the CompanyBorrowers), the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, Guarantor (on behalf of the Company Borrowers) may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than one (1) Interest Period in effect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.5(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Conversion/ Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 10:00 a.m. (New York City time) at least (x) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (y) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued and whether such Loans are Revolving Loans or Term Loans; (Ciii) the nature Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each applicable Lender. (e) Unless the Majority Banks shall otherwise agreeAfter giving effect to any conversion or continuation of Loans, during the existence of a Default or Event of Default, the Company there may not elect to have a Loan converted into or continued as an Offshore Rate Loanbe more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert Convert on any Business Day, Day any Borrowing comprised of Base Rate Loans Advances (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into Offshore a Borrowing comprised of Eurodollar Rate LoansAdvances; or (ii) elect to convert Convert on the last day of the applicable Interest Period any Borrowing comprised of Eurodollar Rate Advances having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Base Rate LoansAdvances; or (iii) elect to renew Continue on the last day of the applicable Interest Period any Borrowing comprised of Eurodollar Rate Advances having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of ConversionContinuation/Continuation Conversion in accordance with Section 10.02 to 11.1 (which Notice of Continuation/Conversion must be received by the Administrative Agent not later than Noon 11:00 A.M. (New York City Charlotte, North Carolina time) at least (x) three Business Days in advance of the date of Conversion Date or continuation dateContinuation, specifying in each caseas applicable, if the Advances are to be Converted into or Continued as Eurodollar Rate Advances; and (y) on the date of Conversion if the Advances are to be Converted into Base Rate Advances, and shall be irrevocable upon receipt by the Administrative Agent), specifying: (Ai) the proposed date of Conversion Date or continuation dateContinuation, as applicable; (Bii) the aggregate amount of Loans the Borrowing or part thereof to be converted Converted or renewedContinued; (Ciii) the nature of the proposed conversion Conversion or continuationContinuation; and (Div) except in the case of the Conversion of Eurodollar Rate Advances into Base Rate Advances, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore a Borrowing comprised of Eurodollar Rate LoansAdvances, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existBorrowing, the Company Borrower shall be deemed to have elected to convert Convert such Offshore Rate Loans Borrowing into a Borrowing comprised of Base Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Continua tion/Conversion/Continuation, the Administrative Agent will thereafter promptly notify each Bank Lender thereof, or, if no timely notice is provided by the CompanyBorrower with respect to a Borrowing comprised of Eurodollar Rate Advances subject to an expiring Interest Period, the Administrative Agent will promptly notify each Bank Lender of the details automatic Conversion of any automatic conversion. All conversions and continuations shall be made pro rata according such Advances to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givenBase Rate Advances. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 9:00 a.m. San Francisco time for a CD Rate Loan, not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; (ii) one Business Day in advance of the Conversion/Continuation Date as to any Loan that is to be converted into a CD Rate Loan; and (iii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or continuation dateFederal Funds Rate Loan, specifying in each casespecifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans or CD Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven as held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i1) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii2) elect elect, as of the last day of the applicable Interest Period, to convert on any Interest Payment Date continue any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 give written or telephonic notice to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City Chicago time) at least three (i) two Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A1) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B2) the aggregate amount of Loans to be converted or renewed; (C3) the nature Type of Loans resulting from the proposed conversion or continuation; and (D4) in the case of conversions into or continuations of Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above Such notice, if written, shall be subject to in the limitation that no more than ten Tranches form of Offshore Rate Loans may a Notice of Conversion/Continuation and, if telephonic, shall be outstanding at any one timeconfirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): Section 2.2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of a Base Rate Loans (or any part thereof in an amount not less than $5,000,000Advance, or that is as of the last day of the applicable Interest Period, in the case of a Term SOFR, to convert such Advance into an integral multiple of $1,000,000 in excess thereof) into Offshore Advance bearing interest based on another Rate LoansOption; or or (ii) elect, as of the last day of the applicable Interest Period, to continue a Term Rate Advance having an Interest Period expiring on such day; except, that during the existence of a Default, the Company may not elect to convert on have any Interest Payment Date any Offshore Advance converted into a Term SOFR Advance or continued as a Term SOFR Advance, Alternative Currency Daily Rate Advance or Alternative Currency Term Rate Advance unless the Majority Banks consent thereto. All conversions and continuations of Advances shall be made ratably according to the respective outstanding principal amounts of the Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect with respect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)which the notice was given held by each Bank. (b) The Company shall deliver a notice of conversion/continuation appropriately completed and signed by a Responsible Officer in the form attached hereto as Exhibit G (a “Notice of Conversion/Continuation in accordance with Section 10.02 Continuation”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) on the Business Day preceding the Conversion/Continuation Date if the Advance is denominated in Dollars and is to be converted into or continued as a Base Rate Advance, (ii) three (3) Business Days before the Conversion/Continuation Date if the Advance is denominated in Dollars and is to be converted into or continued as a Term SOFR Advance or (iii) three (3) Business Days before the 156389297_7 Conversion/Continuation Date if the Advance is denominated in an Alternative Currency (or four (4) Business Days in advance the case of the Conversion Date or continuation date, specifying in each casea Special Notice Currency) and is to be continued as an Alternative Currency Term Rate Advance; specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date, which shall be a Business Day, of such Advance; (Bii) the aggregate amount of Loans such Advance to be converted or renewedcontinued; (Ciii) the nature of Rate Option for such Advance resulting from the proposed conversion or continuation; and (Div) in the duration case of each Term Rate Advance, the requested Interest PeriodPeriod applicable thereto (which may not end after the Termination Date). provided that the Company may give the Administrative Agent a telephonic notice of such request on or before the deadline set forth above so long as any telephonic notice is confirmed promptly by delivery to the Administrative Agent of a written notice. The exercise by the Company of the elections specified above Administrative Agent at all times shall be subject entitled to the limitation that no more than ten Tranches rely on such telephonic notice with respect to such continuation or conversion, regardless of Offshore Rate Loans may be outstanding at whether any one timewritten confirmation is received. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loansa Term SOFR Advance, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans Advance, or if any Default or Event of Unmatured Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans Advance into a Base Rate Loans Advance effective as of the expiration date of such current Interest Period. (d) Upon receipt If upon the expiration of a Notice of Conversion/Continuationany Interest Period applicable to an Alternative Currency Term Rate Advance, the Administrative Agent will promptly notify each Bank thereofCompany has failed to select timely a new Interest Period to be applicable to such Advance, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations such Advance shall be made pro rata according to the respective outstanding principal amounts continued as an Alternative Currency Term Rate Advance in its original currency with an Interest Period of the Loans held by each Bank with respect to which the notice was givenone (1) month. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company No Advance may not elect to have a Loan be converted into or continued as an Offshore Rate Loana Advance denominated in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in the other currency.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any Offshore continue as Eurodollar Rate Loans maturing any Loans having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $3,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 9:00 a.m. San Francisco time at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period within the time period specified in subsection 2.04(b) to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower within the time period specified in subsection 2.04(b), the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than three (3) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Parent may, upon irrevocable written notice to the Administrative Agent applicable Lending Office in accordance with subsection 2.04(bSection 2.03(b): (i) elect to convert convert, on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) Loan made to the Parent into Offshore a LIBOR Rate LoansLoan; or (ii) elect to convert convert, on the last day of any Interest Payment Date Period therefor, any Offshore LIBOR Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) Loan made to the Parent into a Base Rate LoansLoan; or (iii) elect elect, on the last day of the Interest Period with respect to renew on any LIBOR Rate Loan made to the Parent , to continue such Loan as a LIBOR Rate Loan denominated in the same currency for an additional Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)Period. (b) The Company In connection with any conversion or continuation of a Loan as described in Section 2.03(a), the Parent shall deliver a Notice give written notice of Conversion/Continuation in accordance with Section 10.02 to conversion or continuation (which notice must be received by the Administrative Agent applicable Lending Office not later than Noon 11:00 a.m. (New York City local time), unless otherwise agreed by such Lending Office) at least (i) on the date of conversion of a LIBOR Rate Loan into a Base Rate Loan, (ii) three Business Days in advance prior to the date of conversion of a LIBOR Rate Loan and (iii) three Business Days prior to the Conversion Date or date of continuation dateof a LIBOR Rate Loan, specifying in each case: specifying: (Aw) the proposed Conversion Date date of conversion or continuation date; continuation; (Bx) the aggregate amount of Loans to be converted or renewed; continued; (Cy) the nature of the proposed conversion or continuation; and and (Dz) the duration of the any requested Interest Period. The exercise Such notice may be given by telephone, provided that it is confirmed promptly in writing signed by a Responsible Officer. Notwithstanding anything to the Company of the elections specified above shall be contrary contained herein, but subject to the limitation that no more than ten Tranches provisions of Offshore Rate Loans Section 11.02(c), any such telephonic notice may be outstanding at given by an individual who has been authorized in writing to do so by a Responsible Officer. If the notice of conversion or continuation shall fail to specify the duration of the Interest Period for any LIBOR Rate Loan, such Interest Period shall be one timemonth or thirty days, whichever is applicable in the interbank market for the relevant currency. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during During the existence of a Default or an Event of Default, the Company Bank may not elect demand that any or all of the then-outstanding LIBOR Rate Loans be converted upon their expiration into Base Rate Loans. Such conversion shall continue to have a Loan converted into or continued be in effect so long as an Offshore Rate Loansuch Event of Default continues to exist.

Conversion and Continuation Elections. (a) The Company A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Eurodollar Rate Loans; or; (ii) elect to convert on any Interest Payment Date any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); PROVIDED, that if the aggregate amount of Eurodollar Rate Loans shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $3,000,000, the Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the relevant Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company relevant Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date or continuation date, specifying if the Loans are to be converted into or continued as Eurodollar Rate Loans; (ii) one Business Day in each caseadvance of the Conversion Date, if the Loans are to be converted into Base Rate Loans; specifying: (Ai) the proposed Conversion Date or continuation date; (Bii) the aggregate amount of Loans to be converted or renewed; (Ciii) the nature of the proposed conversion or continuation; and (Div) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company a Borrower has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, as the case may be, or if any Default or Event of Default shall then exist, the Company such Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companya Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company a Borrower may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there shall not be more than 12 different Interest Periods in effect at any one time.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on elect, as of any Business Day, in the case of Base Rate Loans other than L/C Advances, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any Base such Loans (or any part thereof in an amount not less than the Minimum Tranche) into Loans of another Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans other than L/C Advances having Interest Periods expiring on such day as Eurodollar Rate Loans (or any part thereof in an amount not less than $5,000,000the Minimum Tranche); provided that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of $1,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not to be less than $5,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any Offshore continue such Loans as, and convert such Loans into, Eurodollar Rate Loans maturing on shall terminate; the Agent will promptly notify the Company and the Banks of any such Interest Payment Date (automatic conversion and provided further so long as any Event of Default has occurred and is continuing, Loans may be converted or any part thereof in an amount not less than $5,000,000, continued only into or that is in an integral multiple of $1,000,000 in excess thereof)as Base Rate Loans. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City or 10:00 a.m. in the case of clause (i) below)(San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying if the Loans are to be converted into Base Rate Loans (provided that if a Notice of Conversion/Continuation is given in each caserespect of Base Rate Loans by 9:00 a.m. San Francisco time on any Business Day, such Loans shall be made on the same day), specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and; (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by ; and (E) the Company of the elections specified above shall be subject Subsidiary Co-Borrower, if any, with respect to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timesuch Borrowing. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate LoansLoans in Dollars, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert continue such Offshore Eurodollar Rate Loans into Base as Eurodollar Rate Loans effective as with an Interest Period of one month. The Agent, on a courtesy basis, shall notify the Company of the expiration date of such current each Interest Period, but shall have no liability for its failure to do so. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank and the Company of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably among the Banks according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless After giving effect to any conversion or continuation of Loans, unless the Agent and Majority Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company there may not elect to have a Loan converted into or continued as an Offshore Rate Loanbe more than 7 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Parent may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of its Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of its Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof).; (b) The Company Parent shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of continuations of or conversions into Eurodollar Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Parent has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Parent shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyParent, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Company Parent may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than 5 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):the provisions of this Section 2.04: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount of $500,000, or any multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Eurodollar Rate Loans) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Offshore Rate Loans); or (ii) elect to convert on provided, that if at any Interest Payment Date any Offshore time the aggregate amount of Eurodollar Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any Offshore continue such Loans as, and convert such Loans into, Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 10:00 a.m. (New York City Chicago time) at least (i) three (3) Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; provided, specifying however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than seven days, or one, two, three or six months, in each caseduration as provided in the definition of “Interest Period,” the applicable notice must be received by the Agent not later than 10:00 a.m. (Chicago time) four (4) Business Days prior to the requested Conversion/Continuation Date, whereupon the Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and shall, not later than 10:00 a.m. (Chicago time) three (3) Business Days before the requested Conversion/Continuation Date, notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders, and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company has failed to deliver timely submit or complete a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existnotice in accordance with Section 2.04(b), the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such current Interest PeriodLoan. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank Loans, with respect to which the notice was given, held by each Lender. (e) Unless the Majority Banks shall Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Eurodollar Rate Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect. (g) Notwithstanding anything herein to the contrary, the initial Loans made on the Closing Date shall be of the same Type, shall have the same remaining Interest Period, and shall have the same Eurodollar Rate, in each case as in effect with respect to the outstanding “Eurodollar Rate Loans,” if any, that exist under the Existing Credit Agreement as of the Closing Date.

Conversion and Continuation Elections. (a) The Company may Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 3.2(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore LIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore LIBOR Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) ); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Borrowers to renew on any Interest Payment Date any Offshore continue such Loans as, and convert such Loans into, LIBOR Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000Loans, or that is in an integral multiple of $1,000,000 in excess thereof)as the case may be, shall terminate. (b) The Company Borrowers shall deliver a notice of conversion/continuation ("Notice of Conversion/Continuation in accordance with Section 10.02 Continuation") to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation date, specifying in each casecontinued as LIBOR Rate Loans and specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewed; (Ciii) the nature type of Loans resulting from the proposed conversion or continuation; and (Div) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore LIBOR Rate Loans, the Company has Borrowers have failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore LIBOR Rate Loans or if any Default or Event of Default shall then existexists, the Company Borrowers shall be deemed to have elected to convert such Offshore LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Lender. (e) Unless the Majority Banks shall otherwise agree, during During the existence of a Default or Event of Default, the Company Borrowers may not elect to have a Loan converted into or continued as an Offshore a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six (6) different Interest Periods in effect hereunder.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent Bank in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loan or Loans (or any part thereof in an aggregate amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereof) into an Offshore Rate Loan or CD Rate Loan or; (ii) elect to convert on the last day of the applicable Interest Period any Offshore Rate Loan or CD Rate Loan having an Interest Period maturing on such day (or any part thereof in an amount not less than $5,000,000100,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into a Base Rate Loan; provided that if there shall have been a partial assignment to an Assignee pursuant to Section 10.07, the minimum principal amount which may be converted into Base Rate Loans shall be $500,000 or any integral multiple of $100,000 in excess thereof; and provided, further, that after giving effect to any partial conversion of an Offshore Rate LoansLoan or CD Rate Loan into a Base Rate Loan, the principal balance of such Offshore Rate Loan or CD Rate Loan not so converted shall be not less than $500,000; or (iiiii) elect to convert renew on any the last day of the applicable Interest Payment Date Period any Offshore Rate Loans Loan or CD Rate Loan having an Interest Period maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if the amount of any CD Rate Loan or Offshore Rate Loan shall have been reduced by payment, prepayment, or conversion of part thereof to be less than $500,000, such CD Rate Loan or Offshore Rate Loan shall automatically convert into a Base Rate Loan, and on and after such date the right of the Company to convert such Loan into, an Offshore Rate Loan or a CD Rate Loan, as the case may be, shall terminate. (b) The Company shall deliver in writing a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent Bank not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date or continuation date, specifying in each caseif the Loans are to be converted into or continued as Offshore Rate Loans or CD Rate Loans; and (ii) on the Conversion Date or continuation date, if the Loans are to be converted into or renewed as Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to any CD Rate Loan or Offshore Rate LoansLoan, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such CD Rate Loan or Offshore Rate Loans Loan, as the case may be, or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such CD Rate Loan or Offshore Rate Loans Loan into a Base Rate Loans Loan effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks Bank shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued beyond the end of the applicable Interest Period as an Offshore Rate Loan or a CD Rate Loan. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there shall not be more than five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any Offshore continue as Eurodollar Rate Loans maturing any Loans having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $3,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 9:00 a.m. San Francisco time at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount and Class of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period within the time period specified in Section 2.04(b) to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower within the time period specified in Section 2.04(b), the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: NYDOCS02/1119845 (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, as to any Loan that is to be converted into or continuation datecontinued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, specifying in each caseas to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.given as held by each Lender. NYDOCS02/1119845 (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on any Interest Payment Date continue any Offshore Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof thereof) in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Guarantor (on behalf of the Borrowers) to continue such Loans as, or that is in an integral multiple of $1,000,000 in excess thereof)convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Company Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 A.M. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) in the case of conversions into Offshore Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, Guarantor (on behalf of the Company Borrowers) has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existexists, Guarantor (on behalf of the Company Borrowers) shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by Guarantor (on behalf of the CompanyBorrowers), the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, Guarantor (on behalf of the Company Borrowers) may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than five (5) Interest Periods in effect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Company Borrower may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Eurodollar Loans; or (ii) elect to continue and convert on the last day of the applicable Interest Period any Eurodollar Loans having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue and renew on the last day of the applicable Interest Period any Eurodollar Loans having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); PROVIDED, that if the aggregate amount of Eurodollar Loans in respect of any Borrowing shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Eurodollar Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date conversion date or continuation date, specifying in each caseif the Loans are to be converted into or continued as Eurodollar Loans, and (ii) on the conversion date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date conversion date or continuation date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time, if applicable. (c) If If, upon the expiration of any Interest Period applicable to Offshore Rate Eurodollar Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Eurodollar Loans or if any Default or Event of Default shall then exist, the Company Borrower shall be deemed to have elected to convert such Offshore Rate Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank Lender thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata PRO RATA according to the respective outstanding principal amounts of the Loans held by each Bank (with respect to which the notice was given) that are held by each Lender. (e) Unless the Majority Banks Required Lenders shall otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore Rate a Eurodollar Loan. (f) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there shall not be more than five (5) different Interest Periods in effect with respect to outstanding Revolving Loans and Term Loans.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert Convert on any Business Day, Day any Borrowing comprised of Base Rate Loans Advances (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into Offshore a Borrowing comprised of Eurodollar Rate LoansAdvances; or (ii) elect to convert Convert on the last day of the applicable Interest Period any Borrowing comprised of Eurodollar Rate Advances having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Base Rate LoansAdvances; or (iii) elect to renew Continue on the last day of the applicable Interest Period any Borrowing comprised of Eurodollar Rate Advances having Interest Payment Date any Offshore Rate Loans Periods maturing on such Interest Payment Date day (or any part thereof in an aggregate minimum principal amount not less than of $5,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of ConversionContinuation/Continuation Conversion in accordance with Section 10.02 to 11.1 (which Notice of Continuation/Conversion must be received by the Administrative Agent not later than Noon 11:00 A.M. (New York City Charlotte, North Carolina time) at least (x) three Business Days in advance of the date of Conversion Date or continuation dateContinuation, specifying in each caseas applicable, if the Advances are to be Converted into or Continued as Eurodollar Rate Advances; and (y) on the date of Conversion if the Advances are to be Converted into Base Rate Advances, and shall be irrevocable upon receipt by the Administrative Agent), specifying: (Ai) the proposed date of Conversion Date or continuation dateContinuation, as applicable; (Bii) the aggregate amount of Loans the Borrowing or part thereof to be converted Converted or renewedContinued; (Ciii) the nature of the proposed conversion Conversion or continuationContinuation; and (Div) except in the case of the Conversion of Eurodollar Rate Advances into Base Rate Advances, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore a Borrowing comprised of Eurodollar Rate LoansAdvances, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then existBorrowing, the Company Borrower shall be deemed to have elected to convert Convert such Offshore Rate Loans Borrowing into a Borrowing comprised of Base Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Continuation/Conversion/Continuation, the Administrative Agent will thereafter promptly notify each Bank Lender thereof, or, if no timely notice is provided by the CompanyBorrower with respect to a Borrowing comprised of Eurodollar Rate Advances subject to an expiring Interest Period, the Administrative Agent will promptly notify each Bank Lender of the details automatic Conversion of any automatic conversion. All conversions and continuations shall be made pro rata according such Advances to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givenBase Rate Advances. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent Bank in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, 500,000 or that is in an integral any multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000 or any multiple thereof); provided that if at any time the amount of any Offshore Rate Loans is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Borrower to renew on any Interest Payment Date any continue such Loans as, and convert such Loans into Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent Bank not later than Noon 11:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to an Offshore Rate LoansLoan, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, as the case may be, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during During the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (e) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may in ------------------------------------- respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.04(c): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, Loans the Company has failed to deliver select in a timely a Notice of Conversion/Continuation selecting manner a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans (or any part thereof in an amount not less than $5,000,000Loans, or that is as of the last day of the applicable Interest Period, in an integral multiple the case of $1,000,000 in excess thereof) into Offshore Rate Loans, to convert any such Loans into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 11:00 a.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans or (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than three different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 9:00 a.m. San Francisco time for a CD Rate Loan, not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; (ii) one Business Day in advance of the Conversion/Continuation Date as to any Loan that is to be converted into a CD Rate Loan; and (iii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or continuation dateFederal Funds Rate Loan, specifying in each casespecifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans or CD Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven as held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan or a CD Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b):this Section 2.5: (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $5,000,00010,000,000), or that is in an integral multiple into Loans of $1,000,000 in excess thereof) into Offshore Rate Loansany other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,00010,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or that is in an integral multiple conversion of part thereof to be less than $1,000,000 in excess thereof) 10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, as to any Loan that is to be converted into or continuation datecontinued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, specifying in each caseas to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the nature Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company NYDOCS01/1613908 16 Borrower shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven as held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) ); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any Offshore continue such Loans as, and convert such Loans into, Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 1:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the nature Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Banks shall otherwise agreeconsent, during the existence and continuance of a Default or an Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurocurrency Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of or $1,000,000 100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Eurocurrency Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or that is in an integral multiple of or $1,000,000 100,000 in excess thereof) ); PROVIDED, that if at any time the aggregate amount of Eurocurrency Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Eurocurrency Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any Offshore Rate continue such Loans maturing on as, and convert such Interest Payment Date (or any part thereof in an amount not less than $5,000,000Loans into, or that is in an integral multiple of $1,000,000 in excess thereof)Eurocurrency Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 12:00 noon (New York City time) at least (i) three Business Days in advance of the Conversion Date Conversion]Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurocurrency Loans; and (ii) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion]Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and; (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by ; and (E) if such Loan is to be converted to a Eurocurrency Loan in an Alternative Currency, the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timecurrency thereof. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Eurocurrency Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Eurocurrency Loans, as the case may be, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Eurocurrency Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate a Eurocurrency Loan. (f) After giving effect to any conversion or continuation of Eurocurrency Loans, unless the Agent shall otherwise consent, there may not be more than five different Interest Periods in effect with respect to Eurocurrency Loans.

Conversion and Continuation Elections. (a) The Company may Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 3.2(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore LIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore LIBOR Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) ); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Borrower to renew on any Interest Payment Date any Offshore continue such Loans as, and convert such Loans into, LIBOR Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000Loans, or that is in an integral multiple of $1,000,000 in excess thereof)as the case may be, shall terminate. (b) The Company Borrower shall deliver a notice of conversion/continuation ("Notice of Conversion/Continuation in accordance with Section 10.02 Continuation") to be received by the Administrative Agent not later than Noon 12:00 p.m. (New York City time) at least three (3) Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation date, specifying in each casecontinued as LIBOR Rate Loans and specifying: (Ai) the proposed Conversion Date or continuation dateConversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewed; (Ciii) the nature type of Loans resulting from the proposed conversion or continuation; and (Div) the duration of the requested Interest Period. The exercise by ; provided however, that the Company of Borrower may not select an Interest Period that extends beyond the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timeStated Termination Date. (c) If upon the expiration of any Interest Period applicable to Offshore LIBOR Rate Loans, the Company Borrower has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore LIBOR Rate Loans or if any Default or Event of Default shall then existexists, the Company Borrower shall be deemed to have elected to convert such Offshore LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Lender. (e) Unless the Majority Banks shall otherwise agree, during During the existence of a Default or Event of Default, the Company Borrower may not elect to have a Loan converted into or continued as an Offshore a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Offshore Rate Loans; or (ii) elect to convert on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,00025,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof). (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City time) at least three Business Days in advance of the Conversion Date or continuation date, specifying in each case: (A) the proposed Conversion Date or continuation date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature of the proposed conversion or continuation; and (D) the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten twenty Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.

Conversion and Continuation Elections. (a) The Company may Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,0005,000,000 in the case of a conversion to a Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate LoansLoans of the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on any Interest Payment Date any Offshore continue as Eurodollar Rate Loans maturing any Eurodollar Rate Loans having Interest Periods expiring on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Company Borrowers shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon 12:00 noon (New York City time) (i) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has Borrowers have failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore the Eurodollar Rate Loans having the expired Interest Period or if any Default or Event of Default shall then existexists, the Company Borrowers shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the CompanyBorrowers, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Company Borrowers may not elect to have a Loan converted into or continued as an Offshore a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.03(b): (i1) elect Elect to convert on any Business Day, any Base Rate Loans (or any part thereof in an a minimum amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof500,000) into Offshore Eurodollar Rate Loans; or (ii2) elect Elect to convert on any Interest Payment Date any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an a minimum amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof100,000) into Base Rate Loans; or (iii3) elect Elect to renew continue on any Interest Payment Date any Offshore Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in a minimum amount of $500,000); provided, that if at any time an amount not Eurodollar Rate Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000500,000, or that is in such Eurodollar Rate Loan shall automatically convert into a Base Rate Loan, and on and after such date the right of the Company to continue such Loan as, and convert such Loan into, an integral multiple of $1,000,000 in excess thereof)Eurodollar Rate Loan shall terminate. (b) The Company shall deliver by telex, cable or facsimile, confirmed immediately in writing, a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not later than Noon (New York City i) 9:00 a.m. (San Francisco, California time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) 12:00 noon (San Francisco, California time) one Business Day in advance of the Conversion Date Date, if the Loans are to be converted into or continuation datecontinued as Base Rate Loans, specifying in each casespecifying: (A1) the The proposed Conversion Date or continuation dateConversion/Continuation Date; (B2) the The aggregate principal amount of Revolving Loans to be converted or renewedcontinued; (C3) the The nature of the proposed conversion or continuation; and (D4) If applicable, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period or the duration of the Interest Period to be applicable to such Offshore Eurodollar Rate Loans Loans, or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect to convert on elect, as of any Business Day, any in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000500,000, or or, in the case of Revolving Loans, that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to convert on continue any Loans having Interest Payment Date any Offshore Rate Loans maturing Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000500,000, or or, in the case of Revolving Loans, that is in an integral multiple of $1,000,000 100,000 in excess thereof) ); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any continue such Loans as, and convert such Loans into, Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent (i) not later than Noon 8:30 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver timely a Notice of Conversion/Continuation selecting select a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Lender. (e) Unless the Majority Banks shall Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than twenty different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may may, upon irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i) elect to convert on elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Base other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into with Interest Periods identical to the then expiring Offshore Rate Loans; or (ii) elect to convert on Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any Interest Payment Date any time the aggregate amount of Offshore Rate Loans maturing on such Interest Payment Date (in respect of any Borrowing is reduced, by payment, prepayment, or any conversion of part thereof in an amount not to be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) such Offshore Rate Loans shall automatically convert into Base Rate Loans; or (iii) elect , and on and after such date the right of the Company to renew on any Interest Payment Date any continue such Loans as Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent (i) not later than Noon 10:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion Date Conversion/Continuation Date, if the Loans are to be converted into or continuation datecontinued as Offshore Rate Loans; and (ii) not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one time. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to deliver select timely a Notice of Conversion/Continuation selecting a new Interest Period to be applicable to such Offshore Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereofContinuations, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was givengiven held by each Bank. (e) Unless the Majority Required Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may A Borrower may, upon irrevocable written notice to the Canadian Administrative Agent in accordance with subsection 2.04(b): (i) elect to convert on elect, as of any Business Day, in the case of Prime Rate Loans, or as of the last day of the applicable Interest Period, in the case of Eurocurrency Rate Loans, to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,000Cdn.$500,000, or that is in an integral multiple of $1,000,000 Cdn.$100,000 in excess thereof) into Offshore Rate LoansLoans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert on continue any Interest Payment Date any Offshore Eurocurrency Rate Loans maturing having Interest Periods expiring on such Interest Payment Date day (or any part thereof in an amount not less than $5,000,000Cdn.$500,000, or that is in an integral multiple of $1,000,000 Cdn.$100,000 in excess thereof) as the same Type of Loan but with a new Interest Period; PROVIDED, that if at any time the aggregate amount of Eurocurrency Rate Loans in respect of any Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than Cdn.$500,000, such Eurocurrency Rate Loans shall automatically convert into Base Prime Rate Loans; or (iii) elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof). (b) The Company applicable Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Canadian Administrative Agent not later than Noon 11:00 a.m. (New York City Toronto time) at least (i) three Business Days in advance of the Conversion Date last day of the current Interest Period, if the Loans are to be converted into or continuation datecontinued as Eurocurrency Rate Loans or (ii) one Business Day in advance of the Conversion/Continuation Date, specifying in each caseif the Loans are to be converted into Prime Rate Loans, specifying: (A) the proposed Conversion Date or continuation dateConversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the nature Type of Loans resulting from the proposed conversion or continuation; and (D) the duration of the requested Interest Eurocurrency Period, if applicable. The exercise by In respect of Loans continued or converted into Eurocurrency Rate Loans, if the Company Notice of Conversion/Continuation fails to specify the duration of the elections specified above Eurocurrency Period, such Eurocurrency Period shall be subject to the limitation that no more than ten Tranches of Offshore Rate Loans may be outstanding at any one timemonth. (c) If upon the expiration of any Interest Period applicable to Offshore Eurocurrency Rate Loans, the Company applicable Borrower has failed to deliver select on a timely a Notice of Conversion/Continuation selecting basis a new Interest Eurocurrency Period to be applicable to such Offshore Eurocurrency Rate Loans Loans, or if any Default or Event of Default shall then existexists, the Company such Borrower shall be deemed to have elected to convert such Offshore Eurocurrency Rate Loans into Base Prime Rate Loans effective as of the expiration date of such current Interest Eurocurrency Period. (d) Upon The Canadian Administrative Agent will promptly (and in any event on the same Business Day that it has received such notice from the Borrower) notify each Bank of its receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Companyapplicable Borrower, the Canadian Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made pro rata rateably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks shall otherwise agreeconsent, during the existence of a Default or Event of Default, the Company no Borrower may not elect to have a Loan converted into or continued as an Offshore a Eurocurrency Rate Loan. (f) After giving effect to any conversion or continuation of a Loan, unless the Canadian Administrative Agent shall otherwise consent, there may not be more than eight different Interest Periods in effect in aggregate among all Borrowers.