Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) 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 other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, 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 $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower maymay as to its Loans, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount that is not less than $10,000,000), 1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 that is not less than $10,000,0001,000,000 or an integral multiple of $1,000,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base 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 relevant Borrower shall deliver a Notice of Conversion/Continuation Notice as to its Loans to be received by the Agent not later than 10:00 9:00 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, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans, and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be continued or converted into a Base Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionContinuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:Subsection 3.2(b): (i) 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 other Type of Loan, Loans to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar 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 Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent 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, (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Rate Loan; Loans and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewed; (Ciii) the Type type of Loan or 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, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBOR Rate Loans, the Borrower has failed to timely select timely a new Interest Period to be applicable to such Eurodollar LIBOR Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such Eurodollar LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effecteffect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)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 elect, as of the last day of the applicable Interest Period, to continue any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 $10,000,0001,000,000, 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 Borrower Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Agent not later than 10:00 9:00 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, (Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base or continuations of Eurodollar Rate Loans, the duration of the requested Interest Period. Such notice, if written, shall be in the form of a Notice of Conversion/Continuation and, if telephonic, shall be confirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount that is not less than $10,000,000), 1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 that is not less than $10,000,0001,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base 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 Borrower shall deliver a Notice of Conversion/Continuation Notice to be received by the Agent not later than 10:00 9:00 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, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans, and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be continued or converted into a Base Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionContinuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (ed) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000 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 Loans of any the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 $10,000,0005,000,000, 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 Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least 1:00 p.m. (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate LoansPeriod, the Borrower has failed to select timely a new Interest Period to be applicable to such the Eurodollar Rate Loans, Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) four different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000 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 Loans of any the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 $10,000,0005,000,000, 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 Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least 1:00 p.m. (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate LoansPeriod, the Borrower has failed to select timely a new Interest Period to be applicable to such the Eurodollar Rate Loans, Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5Administrative Agent: (i) elect, as of elect to convert on any Business Day, Base Rate Loans in the case an amount equal to $1,000,000 (or any integral multiple of $100,000 in excess thereof) into Eurodollar Loans; or (ii) elect to convert on any Interest Payment Date any Eurodollar Loans maturing on such Interest Payment Date (or any part thereof) into Base Rate Loans, or as of the last day of the applicable ; or (iii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loan, to convert any Eurodollar Loans maturing on such Loan Interest Payment Date (or any part thereof in an amount not less than equal to $10,000,000), 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 (1,000,000 or any part thereof integral multiple of $100,000 in an amount not less than $10,000,000)excess thereof) as Eurodollar Loans; provided, that if at any time the aggregate amount of Eurodollar Rate Investment Capital Loans in respect of any Borrowing is reduced, or Eurodollar Working Capital Loans shall have been reduced by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Borrower to continue such Loans as, and convert such Loans into, Eurodollar Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent by facsimile to be received by the Administrative Agent not later than 10:00 a.m. San Francisco prior to 1:00 p.m. New York 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 prior to the Commitment Fee Inception Date, 4 Business Days in advance of the Conversion/Conversion Date or Continuation Date, as to and on or after the Commitment Fee Inception Date, 3 Business Days in advance of the Conversion Date or Continuation Date, if any Loan that is Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Conversion Date or Continuation Date, as to if any Loan that is Loans are to be converted into a Base Rate Loan, Loans; specifying: : (A) the proposed Conversion/Conversion Date or Continuation Date; ; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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.the

Conversion and Continuation Elections. (a) The Borrower Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) 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 other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)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 having Interest Periods expiring on such day (or any part thereof thereof) in an amount not less than $10,000,000)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 Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar 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 convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Borrower Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. 9:00 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, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, Guarantor (on behalf of the Borrower Borrowers) has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, Guarantor (on behalf of the Borrower Borrowers) shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Guarantor (on behalf of the BorrowerBorrowers), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, Guarantor (on behalf of the Borrower Borrowers) may not elect to have a Loan converted into or continued as a Eurodollar 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 ten one (101) different Interest Periods Period in effecteffect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.04(b): (i) 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 other Type of LoanLoans denominated in Dollars, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), the Minimum Tranche) into Loans in Dollars of any other Type; or (ii) elect 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 $10,000,000the 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 conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, 12:00 noon (Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans denominated in Dollars; (ii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans; and (iiiii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans in Dollars, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, unless, in either case, the Borrower Company has elected to and does repay such Loans on or prior to the expiration date of such Interest Period, the Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, the Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan in Dollars converted into or continued as a Eurodollar an Offshore Rate LoanLoan in Dollars or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (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) nine different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon ------------------------------------- irrevocable written notice to the Agent in accordance with this Section 2.5:2.04(b): (i) 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 other Type of LoanRevolving Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)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 having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); 5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) with Interest Periods identical to the then expiring Offshore Rate Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar 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 Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) 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, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuations, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar 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 ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) 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 other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the NYDOCS01/1613908 16 Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent Bank in accordance with this Section 2.5:subsection 2.4(b): (i) 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 other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 500,000 or any multiple thereof) into Loans of any other Type; or (ii) elect 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 $10,000,000500,000 or any multiple thereof); provided, provided that if at any time the aggregate amount of Eurodollar any Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar 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 Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and Bank not later than 11:00 a.m. (San Francisco time for a Base Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar an Offshore Rate LoansLoan, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than ten (10) 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) 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 other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)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 having Interest Periods expiring on such day (or any part thereof thereof) in an amount not less than $10,000,000)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 Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar 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 convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Borrower Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, A.M. (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, Guarantor (on behalf of the Borrower Borrowers) has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, Guarantor (on behalf of the Borrower Borrowers) shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Guarantor (on behalf of the BorrowerBorrowers), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, Guarantor (on behalf of the Borrower Borrowers) may not elect to have a Loan converted into or continued as a Eurodollar 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 ten five (105) different Interest Periods in effecteffect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) 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 other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 $10,000,000500,000, or that is in an integral multiple of $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 $10,000,000500,000, 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 Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, 1:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence and continuance of a Default or an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as 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 Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) 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 other Type of LoanEurocurrency Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or that is in an integral multiple or $100,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Eurocurrency Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000, or that is in an integral multiple or $100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Rate Eurocurrency Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Rate Eurocurrency 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, Eurocurrency Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, 12:00 noon (New York time) at least (i) three Business Days in advance of the Conversion/Continuation Conversion]Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanEurocurrency Loans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Conversion]Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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; and (E) if such Loan is to be converted to a Eurocurrency Loan in an Alternative Currency, the currency thereof. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Eurocurrency Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Eurocurrency Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Eurocurrency Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Rate 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 ten (10) five different Interest Periods in effecteffect with respect to Eurocurrency Loans.

Conversion and Continuation Elections. (a) The Borrower mayCompany may in ------------------------------------- respect of its outstanding Loans, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.04(c): (i) 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 other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 $10,000,000, 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 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 Eurodollar 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 Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 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 time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, Loans the Borrower Company has failed to select in a timely manner a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) 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 other Type of LoanEurodollar Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Loans for another Interest Period any Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 $10,000,0001,000,000, 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 Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent 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, (Dallas time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of elect to Convert on any Business Day, in the case Day any Borrowing comprised of Base Rate Loans, Advances (or as any part thereof in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Eurodollar Rate Advances; or (ii) elect to Convert on the last day of the applicable Interest Period, in the case Period any Borrowing comprised of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans Eurodollar Rate Advances having Interest Periods expiring maturing on such day (or any part thereof in an aggregate minimum principal amount not less than of $10,000,000)10,000,000 or any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Base Rate Advances; provided, that if at or (iii) elect to Continue on the last day of the applicable Interest Period any time the aggregate amount Borrowing comprised of Eurodollar Rate Loans in respect of Advances having Interest Periods maturing on such day (or any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than in an aggregate minimum principal amount of $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans10,000,000 or any integral multiple of $1,000,000 in excess thereof). (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation to Conversion in accordance with Section 11.1 (which Notice of Continuation/Conversion must be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan11:00 A.M. (Charlotte, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, North Carolina time) at least (ix) three Business Days in advance of the Conversion/Continuation Datedate of Conversion or Continuation, as to any Loan that is applicable, if the Advances are to be converted Converted into or continued Continued as a Eurodollar Rate LoanAdvances; and (iiy) on the same Business Day as date of Conversion if the Conversion/Continuation Date, as to any Loan that is Advances are to be converted Converted into a Base Rate LoanAdvances, and shall be irrevocable upon receipt by the Administrative Agent), specifying: (Ai) the proposed Conversion/Continuation Datedate of Conversion or Continuation, as applicable; (Bii) the aggregate amount of the Loan Borrowing or Loans part thereof to be converted Converted or renewedContinued; (Ciii) the Type nature of Loan or Loans resulting from the proposed conversion Conversion or continuationContinuation; and (Div) other than except in the case of conversions the Conversion of Eurodollar Rate Advances into Base Rate LoansAdvances, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to a Borrowing comprised of Eurodollar Rate LoansAdvances, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then existsBorrowing, the Borrower shall be deemed to have elected to convert Convert such Eurodollar Rate Loans Borrowing into a Borrowing comprised of Base Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Continua tion/Conversion/Continuation, the Administrative Agent will thereafter promptly notify each Lender thereof, or, if no timely notice is provided by the BorrowerBorrower with respect to a Borrowing comprised of Eurodollar Rate Advances subject to an expiring Interest Period, the Administrative Agent will promptly notify each Lender of the details automatic Conversion of any automatic conversion. All conversions and continuations shall be made ratably according such Advances to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBase Rate Advances. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, 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 $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 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/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 (iiiii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans or CD Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.04(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0003,000,000, 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 $10,000,0003,000,000, 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 Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 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/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Class of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period within the time period specified in Section 2.04(b) to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrower within the time period specified in Section 2.04(b), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:: NYDOCS02/1119845 (i) 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 other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender.. NYDOCS02/1119845 (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, 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 $10,000,000), 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 $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 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/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 (iiiii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans or CD Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:3.2(b): (i) 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 other Type of Loan, Loans to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar LIBOR 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, LIBOR Rate Loans, as the case may be, shall terminate. (b) The Borrower Borrowers shall deliver a notice of conversion/continuation ("Notice of Conversion/Continuation Continuation") to be received by the Agent 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(Dallas, Texas time) at least three (i3) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Rate Loan; Loans and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewed; (Ciii) the Type type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBOR Rate Loans, the Borrower has Borrowers have failed to select timely a new Interest Period to be applicable to such Eurodollar LIBOR Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such Eurodollar LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a Eurodollar LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten six (106) different Interest Periods in effecteffect hereunder.

Conversion and Continuation Elections. (a) The Borrower may, may upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base 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 Loans (or any part thereof in an amount not less than $10,000,000), 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeEurodollar Loans; or (ii) elect as of to continue and convert on the last day of the applicable Interest Period, to continue Period any Eurodollar Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than $10,000,000500,000, or that is in an integral multiple of $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 Periods maturing on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, 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 Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent 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, (New York time) at least (i) three Business Days in advance of the Conversion/Continuation Dateconversion date or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate Loan; Loans, and (ii) on the same Business Day as conversion date, if the Conversion/Continuation Date, as to any Loan that is Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Dateconversion date or continuation date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type nature 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, if applicable. (c) If If, upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably PRO RATA according to the respective outstanding principal amounts of the Loans (with respect to which the notice was given as given) that are held by each Lender. (e) Unless the Required Lenders shall otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten five (105) different Interest Periods in effecteffect with respect to outstanding Revolving Loans and Term Loans.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of elect to Convert on any Business Day, in the case Day any Borrowing comprised of Base Rate Loans, Advances (or as any part thereof in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Eurodollar Rate Advances; or (ii) elect to Convert on the last day of the applicable Interest Period, in the case Period any Borrowing comprised of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans Eurodollar Rate Advances having Interest Periods expiring maturing on such day (or any part thereof in an aggregate minimum principal amount not less than of $10,000,000)10,000,000 or any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Base Rate Advances; provided, that if at or (iii) elect to Continue on the last day of the applicable Interest Period any time the aggregate amount Borrowing comprised of Eurodollar Rate Loans in respect of Advances having Interest Periods maturing on such day (or any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than in an aggregate minimum principal amount of $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans10,000,000 or any integral multiple of $1,000,000 in excess thereof). (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation to Conversion in accordance with Section 11.1 (which Notice of Continuation/Conversion must be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan11:00 A.M. (Charlotte, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, North Carolina time) at least (ix) three Business Days in advance of the Conversion/Continuation Datedate of Conversion or Continuation, as to any Loan that is applicable, if the Advances are to be converted Converted into or continued Continued as a Eurodollar Rate LoanAdvances; and (iiy) on the same Business Day as date of Conversion if the Conversion/Continuation Date, as to any Loan that is Advances are to be converted Converted into a Base Rate LoanAdvances, and shall be irrevocable upon receipt by the Administrative Agent), specifying: (Ai) the proposed Conversion/Continuation Datedate of Conversion or Continuation, as applicable; (Bii) the aggregate amount of the Loan Borrowing or Loans part thereof to be converted Converted or renewedContinued; (Ciii) the Type nature of Loan or Loans resulting from the proposed conversion Conversion or continuationContinuation; and (Div) other than except in the case of conversions the Conversion of Eurodollar Rate Advances into Base Rate LoansAdvances, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to a Borrowing comprised of Eurodollar Rate LoansAdvances, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then existsBorrowing, the Borrower shall be deemed to have elected to convert Convert such Eurodollar Rate Loans Borrowing into a Borrowing comprised of Base Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Continuation/Conversion/Continuation, the Administrative Agent will thereafter promptly notify each Lender thereof, or, if no timely notice is provided by the BorrowerBorrower with respect to a Borrowing comprised of Eurodollar Rate Advances subject to an expiring Interest Period, the Administrative Agent will promptly notify each Lender of the details automatic Conversion of any automatic conversion. All conversions and continuations shall be made ratably according such Advances to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBase Rate Advances. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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 Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:3.2(b): (i) 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 other Type of Loan, Loans to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar LIBOR 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, LIBOR Rate Loans, as the case may be, shall terminate. (b) The Borrower shall deliver a notice of conversion/continuation ("Notice of Conversion/Continuation Continuation") to be received by the Agent 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, 12:00 p.m. (New York City time) at least three (i3) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Rate Loan; Loans and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewed; (Ciii) the Type type of Loan or 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; provided however, that the Borrower may not select an Interest Period that extends beyond the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar LIBOR Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5: 2.2.4(b): (i) elect, as of any Business Day, in the case of a Base Rate LoansAdvance, or as of the last day of the applicable Interest Period, in the case of any other Type of Loana Term SOFR, to convert any such Loan (Advance into an Advance bearing interest based on another Rate Option; or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans a Term Rate Advance having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $10,000,000)day; providedexcept, that if at during the existence of a Default, the Company may not elect to have 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 $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be Advance converted into a Term SOFR Advance or continued as a Eurodollar Term SOFR Advance, Alternative Currency Daily Rate Loan; and (ii) Advance or Alternative Currency Term Rate Advance unless the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionMajority Banks consent thereto. All conversions and continuations of Advances shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (eb) Unless The Company shall deliver a notice of conversion/continuation appropriately completed and signed by a Responsible Officer in the Required Lenders otherwise agree, during form attached hereto as Exhibit G (a “Notice of Conversion/Continuation”) or such other form as may be approved by the existence of a Default Administrative Agent (including any form on an electronic platform or Event of Default, electronic transmission system as shall be approved by the Borrower may Administrative Agent) to be received by the Administrative Agent not elect later than 9:00 a.m. (San Francisco time) (i) on the Business Day preceding the Conversion/Continuation Date if the Advance is denominated in Dollars and is to have a Loan be converted into or continued as a Eurodollar Base Rate LoanAdvance, (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 the case of a Special Notice Currency) and is to be continued as an Alternative Currency Term Rate Advance; specifying: (i) the Conversion/Continuation Date, which shall be a Business Day, of such Advance; (ii) the aggregate amount of such Advance to be converted or continued; (iii) the Rate Option for such Advance resulting from the conversion or continuation; and (iv) in the case of each Term Rate Advance, the Interest Period 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 Administrative Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (fc) After giving effect If upon the expiration of any Interest Period applicable to a Term SOFR Advance, the Company has failed to timely select a new Interest Period to be applicable to such Advance, or if any conversion Default or continuation Unmatured Default then exists, the Company shall be deemed to have elected to convert such Advance into a Base Rate Advance effective as of Loansthe expiration date of such Interest Period. (d) If upon the expiration of any Interest Period applicable to an Alternative Currency Term Rate Advance, there the Company has failed to select timely a new Interest Period to be applicable to such Advance, such Advance shall be continued as an Alternative Currency Term Rate Advance in its original currency with an Interest Period of one (1) month. (e) No Advance may not be more than ten (10) converted into or continued as a Advance denominated in a different Interest Periods currency, but instead must be prepaid in effectthe original currency of such Advance and reborrowed in the other currency.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0003,000,000, 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 $10,000,0003,000,000, 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 Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 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/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period within the time period specified in subsection 2.04(b) to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrower within the time period specified in subsection 2.04(b), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten three (103) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Parent may, upon irrevocable written notice to the Agent applicable Lending Office in accordance with this Section 2.5:2.03(b): (i) electelect to convert, as of on any Business Day, in the case of any Base Rate Loans, or as of Loan made to the last day of the applicable Interest Period, in the case of any other Type of Parent into a LIBOR Rate Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as to convert, on the last day of any Interest Period therefor, any LIBOR Rate Loan made to the Parent into a Base Rate Loan; or (iii) elect, on the last day of the applicable Interest PeriodPeriod with respect to any LIBOR Rate Loan made to the Parent , to continue any Loans having such Loan as a LIBOR Rate Loan denominated in the same currency for an additional Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate LoansPeriod. (b) The Borrower 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 to conversion or continuation (which notice must be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and applicable Lending Office not later than 11:00 a.m. San Francisco time for a Base Rate Loan(local time), at least unless otherwise agreed by such Lending Office) (i) three Business Days in advance on the date of the Conversion/Continuation Date, as to any conversion of a LIBOR Rate Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, (ii) three Business Days prior to the date of conversion of a LIBOR Rate Loan and (iii) three Business Days prior to the date of continuation of a LIBOR Rate Loan, specifying: : (Aw) the proposed Conversion/Continuation Date; date of conversion or continuation; (Bx) the aggregate amount of the Loan or Loans to be converted or renewed; continued; (Cy) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and and (Dz) other than the duration of any requested Interest Period. Such notice may be given by telephone, provided that it is confirmed promptly in writing signed by a Responsible Officer. Notwithstanding anything to the case contrary contained herein, but subject to the provisions of conversions into Base Rate LoansSection 11.02(c), any such telephonic notice may be 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 requested Interest PeriodPeriod for any LIBOR Rate Loan, such Interest Period shall be one month 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 Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or an Event of Default, the Borrower 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 a Eurodollar Rate Loansuch Event of Default continues to exist. (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 Borrower may, Company may upon irrevocable written notice to the Agent in accordance with this Section 2.5: Administrative Agent: (i) 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 other Type of Loan, elect to convert any such Loan Base Rate Loans (or any part thereof in an amount not less than $10,000,000), 5,000,000 or an integral multiple of $500,000 in excess thereof) on any Business Day into Loans of any other TypeEurodollar Rate Loans; or (ii) elect as of to convert any Eurodollar Rate Loans (or any part thereof) on the last day of the applicable any Interest Period, Period therefor into Base Rate Loans in an amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof; or (iii) elect to continue any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000)5,000,000 or an integral multiple of $500,000 in excess thereof) on the last day of any Interest Period therefor; provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such 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 Borrower Each conversion or continuation shall deliver be made upon irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a Notice of Conversion/Continuation to Conversion/ Continuation, which telephonic notice must be received by the Administrative Agent 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, at least prior to (i) 9:00 a.m. (California time) at least three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate Loan; Loans and (ii) 9:00 a.m. (California time) on the same Business Day as conversion or continuation date, if the Conversion/Continuation Date, as to any Loan that is Loans are to be converted into a Base Rate LoanLoans, specifying: : (A) the proposed Conversion/Continuation Date; conversion or continuation date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; continued; (C) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, if applicable. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the Borrowerprovided, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Requisite Lenders shall otherwise agree, after the occurrence of and during the existence continuance of a Default or Event of Default, the Borrower Company may not elect to have a Loan be made as, or converted into or continued as as, a Eurodollar Rate Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten (10) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.04(b): (i) 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 other Type of LoanRevolving Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)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 having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); 5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) with Interest Periods identical to the then expiring Offshore Rate Loan or with different Interest Periods as specified in the Notice of Conversion/Continuation. provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar 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 Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) 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, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as not later than 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuations, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar 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 ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The A Borrower may, upon irrevocable written notice to the Canadian Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Prime Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurocurrency Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)Cdn.$500,000, or that is in an integral multiple of Cdn.$100,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Eurocurrency Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000)Cdn.$500,000, or that is in an integral multiple of Cdn.$100,000 in excess thereof) as the same Type of Loan but with a new Interest Period; providedPROVIDED, that if at any time the aggregate amount of Eurodollar Eurocurrency Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000Cdn.$500,000, such Eurodollar Eurocurrency Rate Loans shall automatically convert into Base Prime Rate Loans. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Canadian Administrative Agent 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, (Toronto time) at least (i) three Business Days in advance of the Conversion/Continuation Datelast day of the current Interest Period, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Eurocurrency Rate Loan; and Loans or (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Prime Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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 Eurocurrency Period, if applicable. In respect of Loans continued or converted into Eurocurrency Rate Loans, if the Notice of Conversion/Continuation fails to specify the duration of the Eurocurrency Period, such Eurocurrency Period shall be one month. (c) If upon the expiration of any Interest Period applicable to Eurodollar Eurocurrency Rate Loans, the applicable Borrower has failed to select on a timely basis a new Interest Eurocurrency Period to be applicable to such Eurodollar Eurocurrency Rate Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Eurocurrency Rate Loans into Base Prime Rate Loans effective as of the expiration date of such Interest Eurocurrency Period. (d) 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 Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Canadian Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably rateably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the no Borrower may not elect to have a Loan converted into or continued as a Eurodollar Eurocurrency Rate Loan. (f) After giving effect to any conversion or continuation of Loansa Loan, unless the Canadian Administrative Agent shall otherwise consent, there may not be more than ten (10) eight different Interest Periods in effecteffect in aggregate among all Borrowers.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.03(b): (i1) elect, as of Elect to convert on any Business Day, in the case of any Base 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 Loans (or any part thereof in an a minimum amount not less than of $10,000,000), 500,000) into Loans of any other TypeEurodollar Rate Loans; or (ii2) elect as of the last day of the applicable Elect to convert on any Interest Period, to continue Payment Date any Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an a minimum amount not less than of $10,000,000100,000) into Base Rate Loans; or (3) Elect to continue on any Interest Payment Date any 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 the aggregate amount of an Eurodollar Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Rate Loans Loan shall automatically convert into a Base Rate LoansLoan, and on and after such date the right of the Company to continue such Loan as, and convert such Loan into, an Eurodollar Rate Loan shall terminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in writing, a Notice of Conversion/Continuation to be received by the Administrative Agent 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, at least (i) 9:00 a.m. (San Francisco, California time) at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same 12:00 noon (San Francisco, California time) one Business Day as in advance of the Conversion/Continuation Conversion Date, as to any Loan that is if the Loans are to be converted into a or continued as Base Rate LoanLoans, specifying: (A1) the The proposed Conversion/Continuation Date; (B2) the The aggregate principal amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C3) the Type The nature of Loan or Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate LoansIf applicable, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period or the duration of the Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such 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) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an 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 Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) 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 other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000 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 Loans of any the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 $10,000,0005,000,000, 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 Borrower Borrowers shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, at least 12:00 noon (New York City time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has Borrowers have failed to select timely a new Interest Period to be applicable to such the Eurodollar Rate Loans, Loans having the expired Interest Period or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrowers, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or unless all the Banks otherwise agree, during the existence of an Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as 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 Borrower Company may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i1) 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 other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii2) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, 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 Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar 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 Borrower Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Agent not later than 10:00 9:00 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, (Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (A1) the proposed Conversion/Continuation Date; (B2) the aggregate amount of the Loan or Loans to be converted or renewed; (C3) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base or continuations of Offshore Rate Loans, the duration of the requested Interest Period. Such notice, if written, shall be in the form of a Notice of Conversion/Continuation and, if telephonic, shall be confirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore 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 Borrower Company may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.52.04: (i) elect, as of any Business Day, 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 any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000)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 $10,000,0001,000,000, or that is in an integral multiple of $500,000 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 $10,000,0001,000,000, 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 Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent 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, (Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; provided, 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 duration 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 same Business Day as date of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely submit or complete a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Borrower Company shall be deemed to have elected to convert such 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 Interest PeriodLoan. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given as given, held by each Lender. (e) Unless the Required Majority Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an 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 Borrower may, Company may upon irrevocable written notice to the Agent in accordance with this Section 2.5Agent: (i) elect, as of elect to convert on any Business Day, in the case of Base any Reference 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 Loans (or any part thereof in an amount not less than $10,000,000), 3,000,000 or an integral multiple of $1,000,000 in excess thereof) into Eurodollar Rate Loans of any other Type; oror CD Rate Loans; (ii) elect as of the last day of the applicable to convert on any Interest PeriodPayment Date, to continue any CD Rate Loans having Interest Periods expiring or Eurodollar Rate Loans maturing on such day Interest Payment Date (or any part thereof in an amount not less than (A) $3,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of a conversion into CD Rate Loans or Eurodollar Rate Loans, or (B) $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of a conversion into Reference Rate Loans), in the case of CD Rate Loans, into Eurodollar Rate Loans or Reference Rate Loans, and in the case of Eurodollar Rate Loans, into CD Rate Loans or Reference Rate Loans; or (iii) elect to continue, on any Interest Payment Date therefor, any CD Rate Loans or Eurodollar Rate Loans (or any part thereof in an amount not less than $10,000,0003,000,000 or an integral multiple of $l,000,000); provided, that if at any time the aggregate amount of CD Rate Loans or Eurodollar Rate Loans in respect of any Borrowing is reduced, shall have been reduced by payment, prepayment, or conversion of part thereof to be less than $10,000,0003,000,000, such the CD Rate Loans or Eurodollar Rate Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Company to continue such Loans as Eurodollar Rate Loans or CD Rate Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in an original writing, a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 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, time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as 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.as

Conversion and Continuation Elections. (a) The A Borrower may, may upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base 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 Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; orEurodollar Rate Loans; (ii) elect as of the last day of the applicable to convert on any Interest Period, to continue Payment Date any Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $10,000,0001,000,000, 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 Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0003,000,000, such 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 relevant Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Agent not later than 10:00 9:00 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, time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Conversion Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan, Loans; specifying: (Ai) the proposed Conversion/Continuation DateConversion Date or continuation date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewed; (Ciii) the Type nature of Loan or 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. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, as the case may be, or if any Default or Event of Default shall then existsexist, the such Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the a Borrower may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten (10) 12 different Interest Periods in effecteffect at any one time.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate LoansLoans other than L/C Advances, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), the Minimum Tranche) into Loans of any other another Type; or (ii) elect 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 $10,000,000the Minimum Tranche); provided, 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 $10,000,0002,000,000, 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; the Agent will promptly notify the Company and the Banks of any such automatic conversion and provided further so long as any Event of Default has occurred and is continuing, Loans may be converted or continued only into or as Base Rate Loans. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 11:00 a.m. (or 10:00 a.m. San in the case of clause (i) below)(San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate LoanLoans (provided that if a Notice of Conversion/Continuation is given in respect 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/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the 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; and (E) the Subsidiary Co-Borrower, if any, with respect to such Borrowing. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate LoansLoans in Dollars, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert continue such 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 each Interest Period, but shall have no liability for its failure to do so. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank and the Company of the details of any automatic conversion. All conversions and continuations shall be made ratably among the Banks according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent and Majority Banks shall otherwise consent, there may not be more than ten (10) 7 different Interest Periods in effect.