Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 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 Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 a.m. (San Francisco time) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Dallas, Texas time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written or telephonic notice (confirmed by mail or facsimile on the same day, if telephonic) to the Administrative Agent in accordance with subsection 2.4(b2.5(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 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 Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Administrative Agent not later than 9:00 a.m. (Milwaukee time) at least: (i) not later than 8:30 a.m. (San Francisco time) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base or continuations of Offshore Rate Loans, the duration of the requested Interest Period. Such written notice or written confirmation of telephonic notice shall be substantially in the form of the Notice of Conversion/Continuation attached hereto as Exhibit 2.5. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): (i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans; (ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or (iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 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 aggregate amount not less than of $500,000 5,000,000 or that is in an a higher integral multiple of $100,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 11:00 a.m. (San Francisco Chicago time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) not later than 8:30 11:00 a.m. (San Francisco Chicago time) on one Business Day prior to the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate principal amount of Loans to be converted or renewedcontinued; (C) the Type of 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 Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with 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 LoansLoans denominated in Dollars, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereofthe 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 $500,000 or that is in an integral multiple of $100,000 in excess thereofthe Minimum Tranche); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company applicable Borrower to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:30 a.m. (San Francisco Chicago time) (i) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.denominated

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Dallas, Texas time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) 2.4.1 The Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b):Section 2.4.2: ------------- (ia) 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 LIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000.00, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (iib) 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 $500,000 5,000,000.00, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate LIBOR Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company Borrower to continue such Loans as, and convert such Loans into, Offshore Rate LIBOR Loans shall terminate. (b) 2.4.2 The Company Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 11:00 a.m. San Francisco time at least (i) not later than 8:30 a.m. four (San Francisco time4) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LIBOR Loans; and (ii) not later than 8:30 a.m. one (San Francisco time1) on Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate LoansLoans (provided, however, that the Administrative -------- Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: (Aa) the proposed Conversion/Continuation Date; (Bb) the aggregate amount of Loans to be converted or renewed; (Cc) the Type of Loans resulting from the proposed conversion or continuation; and (Dd) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) 2.4.3 If upon the expiration of any Interest Period applicable to Offshore Rate Loans, LIBOR Loans the Company Borrower has failed to select timely select a new Interest Period to be applicable to such Offshore Rate LIBOR Loans, or if any Default or Event of Default then exists, the Company Borrower shall be deemed to have elected to convert such Offshore Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) 2.4.4 The Administrative Agent will promptly notify each Lender of Bank within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the CompanyBorrower, 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 held by each Lendergiven. (e) 2.4.5 Unless the Required Lenders Majority Banks otherwise agree, (a) during the existence of a Default or Event of Monetary Default, the Company Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan having an Offshore Rate Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan. (f) 2.4.6 After giving effect to any conversion or continuation of Loans, there may not be more than six eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable (except in the circumstances described in SECTION 3.2, 3.3 or 3.5 as provided therein) written notice to the Administrative Agent in accordance with subsection SECTION 2.4(b): (i) elect, as of the last day of the applicable Interest Period, to convert any Offshore Rate Loans (or any part thereof in an amount not less than $2,000,000) into Base Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the an applicable Interest Period, in the case of any other Type of LoansOffshore Rate Loans expiring on such last day, to (a) convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Offshore Rate Loans, or (B) if such Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Periodare Offshore Rate Loans, to continue any such Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 in excess thereof)) as Offshore Rate Loans; providedPROVIDED that if, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans as the case may be shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Chicago time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 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 Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) not later than 8:30 either (A) 9:00 a.m. (San Francisco time) at least one Business Day in advance of the Conversion/Continuation Date, or (B) 8:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (AI) the proposed Conversion/Continuation Date; ; (BII) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 LoansOffshore Rate Loan, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000.00, or that is in an integral multiple of $100,000 500,000.00 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 Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000.00, or that is in an integral multiple of $100,000 500,000.00 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000.00, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 a.m. 12:00 noon (San Francisco Houston time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 Loans, with respect to which the notice was given given, held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than six seven (7) different Interest Periods in effect. (g) The Agent will promptly notify, in writing, each Bank of the amount of such Bank's Pro Rata Share of that Borrowing.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.5(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect in the case of Offshore Rate Loans, 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 $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or renewedcontinued; (Ciii) the Type of Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, Continuation or, if no timely notice is provided by the Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 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 any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted -19- 25 into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) 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 Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent Bank in accordance with subsection SECTION 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000250,000, or that is in an integral multiple of $100,000 1,000 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 $500,000 250,000, or that is in an integral multiple of $100,000 1,000 in excess thereof); providedPROVIDED, that THAT if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000250,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) Bank not later than 8:30 11:00 a.m. (San Francisco Chicago time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, there may not be more than six fifteen different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): (i) Section 2.04(b), elect, as of any Business Day, in the case of to (i) convert any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as convert any Offshore Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of the last day of the applicable Interest Period, to $1,000,000 in excess thereof) into Base Rate Loans; or (iii) continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 11:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Conversion/ Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): may (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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 10,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 10,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any LIBOR Rate Loans (or any part thereof in an amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore LIBOR Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $500,00010,000,000, such Offshore LIBOR 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 LIBOR Rate Loans shall terminate. (b) The Company Each conversion or continuation shall deliver be made upon irrevocable written notice in the form of a Notice of Conversion/Continuation to Continuation, which notice must be received by the Administrative Agent (i) not later than 8:30 prior to 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Conversion Date, if the Loans are to be converted into or continued as Offshore LIBOR Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Conversion Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Conversion Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Loans, to convert any such Loans (or any part 18 thereof in an amount not less than $500,0001,000,000, 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 $500,000 1,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco Seattle time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Revolving Loans or Term Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 3,000,000 or that is in an integral multiple of $100,000 250,000 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 Revolving Loans or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 3,000,000, or that is in an integral multiple of $100,000 250,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, 3,000,000 such Offshore Rate Loans may, upon written notice by the Company delivered to the Agent and the Swing Line Lender concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in the absence of such a conversion, shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:30 a.m. (San Francisco Chicago time) at least (i) two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each applicable 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company maymay in respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.4(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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,00010,000,000, or that is in an integral multiple of $100,000 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 $500,000 10,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate; provided further, that the Company may not elect to -------- ------- convert a Facility A Loan into a Facility B Loan or convert a Facility B Loan into a Facility A Loan. (b) Medis may in respect of its outstanding Loans, upon irrevocable written notice to the Canadian Administrative Agent in accordance with subsection 2.4(c): (i) elect, as of any Business Day, in the case of Canadian Prime Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than Cdn.$5,000,000, or that is in an integral multiple of Cdn.$1,000,000 in excess thereof) into Loans of another Type (it being understood that any such Loan of another Type shall be either a Canadian Prime Rate Loan or an Offshore Rate Loan); 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 Cdn.$5,000,000, or that is an integral multiple of Cdn.$1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000Cdn.$5,000,000, such Offshore Rate Loans shall automatically convert into Base Canadian Prime Rate Loans, and on and after such date the right of the Company Medis to continue such Loans Loans, as, and convert such Loans into, Offshore Rate Loans Loans, shall terminate. (bc) The Company Company, in the case of a conversion or continuation of a Facility A Domestic Loan or Facility B Loan, shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LoansLoans denominated in Dollars; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans. The Company and Medis, specifyingin the case of a continuation of a Facility A Canadian Loan, shall deliver a Notice of Conversion/Continuation to be received by the Canadian Administrative Agent and the Agent not later than 11:00 a.m. (Toronto time) (i) at least three Business Days in advance of the proposed Conversion/Continuation Date if the Loans are to be converted into or continued as Offshore Rate Loans and (ii) at least one Business Day in advance of the proposed Conversion/Continuation Date, if the Loans are to be converted into Canadian Prime Rate Loans. Each Notice of Conversion/Continuation shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Canadian Prime Rate Loans, the duration of the requested Interest Period. (cd) If upon the expiration of any Interest Period applicable to Offshore Rate LoansLoans denominated in Dollars, the Company has failed to select in a timely select manner a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If Medis has failed to select in a timely manner a new Interest Period to be applicable to Offshore Rate Loans prior to 11:00 a.m. (Toronto time) at least three Business Days in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(c), or if any Default or Event of Default shall then exist, Medis shall be deemed to have elected to convert such Offshore Rate Loans into Canadian Prime Rate Loans effective as of the expiration date of such Interest Period. (de) The Administrative Applicable Agent will promptly notify each Lender Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank, as applicable, of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Companya Borrower, the Administrative Applicable Agent will promptly notify each Lender Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank, as applicable, of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Facility A Domestic Loans, Facility A Canadian Loans or Facility B Loans held by each Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank with respect to which the notice was given held by each Lendergiven. (ef) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Facility A Domestic Loan or Facility B Loan converted into or continued as an Offshore Rate Loan, and Medis may not elect to have a Facility A Canadian Loan continued as an Offshore Rate Loan. (fg) After giving effect to any conversion or continuation of Loans, there may not be more than six ten different Interest Periods in effect. (h) The Dollar Equivalent amount for any conversion to or continuation of a Borrowing in Canadian Dollars will be determined by the Agent for such conversion or continuation on the Computation Date therefor in accordance with subsection 2.16(a).

Conversion and Continuation Elections. (a) 2.4.1 The Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b):Section 2.4.2: ------------- (ia) elect, as of any Business Day, in the case of Base Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000.00, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (iia) 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 $500,000 5,000,000.00, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate LIBOR Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Company Borrower to continue such Loans as, and convert such Loans into, Offshore Rate LIBOR Loans shall terminate. (b) 2.4.2 The Company Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 11:00 a.m. San Francisco time at least (i) not later than 8:30 a.m. four (San Francisco time4) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LIBOR Loans; and (ii) not later than 8:30 a.m. one (San Francisco time1) on Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Reference Rate LoansLoans (provided, however, that the Administrative Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: (Aa) the proposed Conversion/Continuation Date; (Bb) the aggregate amount of Loans to be converted or renewed; (Cc) the Type of Loans resulting from the proposed conversion or continuation; and (Dd) other than in the case of conversions into Base Reference Rate Loans, the duration of the requested Interest Period. (c) 2.4.3 If upon the expiration of any Interest Period applicable to Offshore Rate Loans, LIBOR Loans the Company Borrower has failed to select timely select a new Interest Period to be applicable to such Offshore Rate LIBOR Loans, or if any Default or Event of Default then exists, the Company Borrower shall be deemed to have elected to convert such Offshore Rate LIBOR Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) 2.4.4 The Administrative Agent will promptly notify each Lender of Bank within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the CompanyBorrower, 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 held by each Lendergiven. (e) 2.4.5 Unless the Required Lenders Majority Banks otherwise agree, (a) during the existence of a Default or Event of Monetary Default, the Company Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan having an Offshore Rate Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan. (f) 2.4.6 After giving effect to any conversion or continuation of Loans, there may not be more than six eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0001,000,000, 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 Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 1,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:30 a.m. (San Francisco Chicago time) at least (i) two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) not later than 8:30 a.m. (San Francisco time) on the Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than six seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, provided that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation Borrowing to be received by the Administrative Agent not later than 12:00 noon at least (i) not later than 8:30 a.m. three Business Days in advance of the applicable Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as Offshore Rate Loans in Dollars, (San Francisco timeii) at least two four Business Days in advance of the Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as Offshore Rate Currency Loans; , and (ii) not later than 8:30 a.m. (San Francisco timeiii) on the Conversion/Continuation Date, if the relevant Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; 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 Offshore Rate LoansLoans denominated in Dollars, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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, subject to the provisions of subsection 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans for a one-month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationBorrowing, or, if no timely notice is provided by the Company, the Administrative 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 Loans, with respect to which the notice was given given, held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as 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 The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any conversion Person the Administrative Agent or continuation any Lender in good faith believes to be acting on behalf of Loansthe Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, there may not be more than six different Interest Periods signed by a Responsible Officer. If the written confirmation differs in effectany material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco Francisco, California time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Conversion/ Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewed; ; (C) the Interest Rate Type of 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. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Type; or 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 $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that that, if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 11:00 a.m. (San Francisco Houston time) at least two (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. one (San Francisco time1) on Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, 500,000 such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent (i) not later than 8:30 a.m. 12:00 p.m. (San Francisco Chicago time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and Loans in Dollars, (ii) not later than 8:30 a.m. four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (San Francisco timeiii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying:: - 26 - (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; 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 Offshore Rate LoansLoans denominated in Dollars, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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, subject to the provisions of subsection 2.06(d), 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 Co-Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Administrative 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 Loans, with respect to which the notice was given given, held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as 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 The Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any conversion person or continuation persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of Loansthe Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, there may not be more than six different Interest Periods signed by a Responsible Officer. If the written confirmation differs in effectany material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Co-Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Loans, to convert any such Loans (or any part thereof in an amount not less than $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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco Chicago time) at least (i) two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 LIBOR Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0001,500,000, or or, that is in an integral multiple of $100,000 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 $500,000 1,500,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,500,000, such Offshore LIBOR Rate Loans shall automatically convert into Base Rate LoansLoans at the end of the applicable Interest Period, and on and after such date the right of the Company to continue such Loans of less than $1,500,000 as, and convert such Loans of less than $1,500,000 into, Offshore LIBOR Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(bSUBSECTION 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Chicago time) (i) at least two (2) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect. (g) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Administrative Agent or any Lender believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect 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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, 500,000 such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent (i) not later than 8:30 a.m. 12:00 p.m. (San Francisco Chicago time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and Loans in Dollars, (ii) not later than 8:30 a.m. four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (San Francisco timeiii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; 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 Offshore Rate LoansLoans denominated in Dollars, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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, subject to the provisions of subsection 2.06(d), 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 Co-Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Administrative 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 Loans, with respect to which the notice was given given, held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as 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 The Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any conversion person or continuation persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of Loansthe Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, there may not be more than six different Interest Periods signed by a Responsible Officer. If the written confirmation differs in effectany material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Co-Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco Francisco, California time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0001,000,000, or that is in an integral multiple of $100,000 500,000 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 any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 1,000,000, or that is in an integral multiple of $100,000 500,000 in excess thereof)) as Offshore Rate Loans; provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent (i) not later than 8:30 a.m. 12:00 noon (San Francisco Chicago time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans (or parts thereof) to be converted or renewedcontinued; (C) the Type Types of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its the Agent's receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 500,000 in excess thereofof $2,000,000) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 500,000 in excess thereofof $2,000,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- ---- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans Loans, as the case may be, shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation for Loans, or, if no timely notice is provided by the Company, 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 held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an a 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 six five (5) different Interest Periods in effecteffect with respect to Loans.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Dallas, Texas time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, ------------------------------------- upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): Section 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,00010,000,000, or that is in an integral multiple of $100,000 5,000,000 in excess thereof) into Loans of any other Type; or 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 $500,000 10,000,000, or that is in an integral multiple of $100,000 5,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate -------- Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.the

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection SECTION 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 Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 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 Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco California time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or an Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six 7 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, 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 $500,000 2,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, ------------------------------------- upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): Section 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,00010,000,000, or that is in an integral multiple of $100,000 5,000,000 in excess thereof) into Loans of any other Type; or 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 $500,000 10,000,000, or that is in an integral multiple of $100,000 5,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate -------- Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) not later than 8:30 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company Fund may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Administrative Agent in accordance with subsection SECTION 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount that is not less than $500,000, 1,000,000 or that is in an integral multiple of $100,000 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 any Loans having Interest Periods expiring on such day (or any part thereof in an amount that is not less than $500,000 1,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof); providedPROVIDED that, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate LoansLoans and, and on and after such date date, the right of the Company Fund to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company Fund shall deliver a Notice of Conversion/Continuation Notice to be received by the Administrative Agent not later than (i) not later than 8:30 11:00 a.m. (San Francisco Eastern time) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be continued or converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, the Administrative 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 held by each Bank with respect to which the notice was given held by each Lendergiven. (ed) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company Fund may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with 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 LoansLoans denominated in Dollars, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereofthe 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 $500,000 or that is in an integral multiple of $100,000 in excess thereofthe Minimum Tranche); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0001,000,000, such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company applicable Borrower to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 a.m. (San Francisco time) at least two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.later

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): (i) elect, 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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $500,0003,000,000, or that is in an any integral multiple of $100,000 500,000 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 Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount not less than of $500,000 3,000,000, or that is in an any integral multiple of $100,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 8:00 a.m. (San Francisco time) on the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then existsexists or if the Company has not delivered to the Agent a notice of prepayment with respect thereto, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six five different Interest Periods in effecteffect in respect of all Loans together then outstanding.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): may (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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 5,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the -------- aggregate amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, as Offshore Rate Loans shall terminate. (b) The Each conversion or continuation shall be made upon irrevocable telephonic notice by the Company shall deliver followed immediately by written notice in the form of a Notice of Conversion/Continuation to (which telephonic notice must be received by the Administrative Agent (i) not later than prior to 8:30 a.m. (San Francisco Dallas time) at least two (i) three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into Base Rate Loans), specifying: : (A) the proposed Conversion/Continuation Date; conversion or continuation date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent Bank in accordance with subsection 2.4(b): 2.04(b): (i) elect, as of any Business Day, in the case of a Base Rate LoansLoan, or as of the last day of the applicable Interest Period, in the case of any other Type of Loansan Offshore Rate Loan, to convert any such Loans Loan (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans a Loan of any other Type; or or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans a Loan having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of any Offshore Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore 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 Loans Loan as, and convert such Loans Loan into, an Offshore Rate Loans Loan shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) Bank not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are any Loan is to be converted into or continued as an Offshore Rate LoansLoan; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are any Loan is to be converted into a Base Rate LoansLoan, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of Loans the Loan to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0002,000,000, or that is in an integral multiple of $100,000 500,000 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 Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 2,000,000, or that is in an integral multiple of $100,000 500,000 in excess thereof); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- ---- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0002,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans Loans, as the case may be, shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation for Loans, or, if no timely notice is provided by the Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an a 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 six five (5) different Interest Periods in effecteffect with respect to Loans.

Conversion and Continuation Elections. (a) The Company maymay in respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,00010,000,000, or that is in an integral multiple of $100,000 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 $500,000 10,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company Company, in the case of a conversion or continuation of a Loan, shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LoansLoans denominated in Dollars; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying. Each Notice of Conversion/Continuation shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewed; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select in a timely select manner a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such 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 Company, 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 held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six ten different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): may (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 Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, 5,000,000 or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000 5,000,000) or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate -------- amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, as Offshore Rate Loans shall terminate. (b) The Each conversion or continuation shall be made upon irrevocable telephonic notice by the Company shall deliver followed immediately by written notice in the form of a Notice of Conversion/Continuation to (which telephonic notice must be received by the Administrative Agent (i) not later than prior to 8:30 a.m. (San Francisco time) at least two (i) three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on one Business Day in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into Base Rate Loans), specifying: : (A) the proposed Conversion/Continuation Date; conversion or continuation date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.04(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 Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $500,0005,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect in the case of Offshore Rate Loans, 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 $500,000 5,000,000, or that is in an integral multiple of $100,000 1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 9:00 a.m. (San Francisco Seattle time) at least two (i) four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, Continuation or, if no timely notice is provided by the Company, 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 held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than six twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(bSUBSECTION 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 Loans, to convert any such Loans (or any part thereof in an amount not less than $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 $500,000 500,000, or that is in an integral multiple of $100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 8:30 10:00 a.m. (San Francisco Chicago time) (i) at least two (2) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or renewedcontinued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative 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 held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect. (g) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Administrative Agent or any ▇▇▇▇▇▇ believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.