Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with 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 $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) (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) 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 continued; (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, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) 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 Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 Bank. (e) Unless the Majority Banks otherwise consent, 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 Agent in accordance with Section 2.04(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 $10,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect, as of elect 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 $10,000,00010,000,000 or an integral multiple of $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 that is 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 $10,000,000, 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 not later than prior to 9:00 a.m. (San Francisco time) (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) 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 continued; (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, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) 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 Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 Bank. (e) Unless the Majority Banks otherwise consent, 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 Borrower may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.04(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Term SOFR Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000500,000, or that is in an integral any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Term SOFR Loans) into Loans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Term SOFR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Term SOFR 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 Term SOFR Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:00 a.m. (San Francisco New York time) (i) three 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 Term SOFR Loans, and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the Class of Loans to be converted or continued; (ii) the proposed Conversion/Continuation Date; (Biii) the aggregate amount of Loans to be converted or continued; (Civ) the Type of Loans resulting from the proposed conversion or continuation; and (Dv) 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 Term SOFR Loans, (i) the Company Borrower has failed to select timely submit or complete a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Company Borrower shall be deemed to have elected to convert such Offshore Rate Term SOFR Loans into Base Rate Loans effective as of the expiration date of such Interest Perioda one month Term SOFR Loan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the CompanyBorrower, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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[Reserved]. (f) After giving effect to any conversion or continuation of Term SOFR Loans, unless the Agent shall otherwise consent, there may not be more than six twelve (12) different Interest Periods in effect. (g) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Agent and such Lender.

Conversion and Continuation Elections. (a) The Company So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b):Bank; (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to Five Hundred Thousand Dollars ($500,000) or any integral multiple of Base Rate Loans, or as of the last day of the applicable Five Hundred Thousand Dollars ($500,000) in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loans, to convert any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($10,000,000, 500,000) or that is in an any integral multiple of Five Hundred Thousand Dollars ($1,000,000 in excess thereof500,000) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is LIBOR Advances shall have been reduced, by payment, prepayment, or conversion of part thereof pan thereof, to be less than Five Hundred Thousand Dollars ($10,000,000500,000), such Offshore Rate Loans LIBOR Advances shall automatically convert into Base Prime Rate LoansAdvances, and on and after such date the right of the Company Borrower to continue such Loans Advances as, and convert such Loans Advances into, Offshore Rate Loans LIBOR Advances shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to Five Hundred Thousand Dollars ($500,000) or any integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof) into Prime Rate Advances. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 Bank prior to 11:00 a.m. (San Francisco time) Pacific time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as Offshore Rate Loans, LIBOR Advances; and (ii) on the Conversion/Continuation one (1) Business Day in advance of she Conversion Date, if the Loans any Advances are to be converted into Base Prime Rate LoansAdvances, specifyingin each case specifying the: (Ai) the proposed Conversion/Conversion Date or Continuation Date;; and (Bii) the aggregate amount of Loans the Advances to be converted or continued; continued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of One Million Dollars (C$1,000,000) the Type or in any integral multiple of Loans resulting from the proposed conversion or continuation; and Five Hundred Thousand Dollars (D$500,000) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Periodexcess thereof. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Loansany LIBOR Advances, (i) the Company has Borrower shall have timely failed to select timely a new Interest Period to be applicable to such Offshore Rate LoansLIBOR Advances, or (ii) any Default or Event of Default then exists, the Company Borrower shall be deemed to have elected to convert such Offshore LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Bank Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/ContinuationDefault or Default shall exist, or, if no timely notice is provided by (ii) any Streamline Period terminates or (iii) the Company, the Agent will promptly notify each Bank aggregate principal amount of the details Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any automatic conversiontime during such Interest Period exceed the Availability Amount; provided that such conversion shall not trigger any LIBOR breakage fee or similar fee. All conversions and continuations shall be made ratably according Subject to the respective outstanding principal proviso in the preceding sentence, Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the Loans with respect conversion of LIBOR Advances to which Prime Rate Advances pursuant to any of the notice was given held by each Bankforegoing. (e) Unless Notwithstanding anything to the Majority Banks otherwise consentcontrary contained herein, 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 Bank shall otherwise consent, there may not be more than six different Interest Periods required to purchase United States Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The Company So long as (1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (2) no party hereto shall have sent any notice of termination of this Agreement; and (3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower's requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b):Bank: (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans, or as of the last day of the applicable $1,000,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loans, to convert any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of equal to $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 Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is LIBOR Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $10,000,0001,000,000, such Offshore Rate Loans LIBOR Advances shall automatically convert into Base Prime Rate LoansAdvances, and on and after such date the right of the Company Borrower to continue such Loans Advances as, and convert such Loans Advances into, Offshore Rate Loans LIBOR Advances shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate Advances. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10 to be received by the Agent not later than 9:00 Bank prior to 11:00 a.m. (San Francisco Pacific time) at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as Offshore Rate Loans, LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion/Continuation Conversion Date, if the Loans any Advances are to be converted into Base Prime Rate LoansAdvances, in each case specifying: (Ai) the proposed Conversion/Conversion Date or Continuation Date; (Bii) the aggregate amount of Loans the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (Ciii) the Type nature 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, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) 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 Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 Bank. (e) Unless the Majority Banks otherwise consent, 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 Agent Bank in accordance with Section 2.04(b): (i) electelect to convert, as of any Business Day, in the case of Base any Prime 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 $10,000,000, 500,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Type; orLIBOR Loans; (ii) electelect to convert, as of the last day of the applicable Interest Period, any LIBOR Loans expiring on such day (or any part thereof in an amount not less than $100,000, or that is in an integral multiple of $100,000 in excess thereof) into Prime Rate Loans; provided that, if there shall have been a partial assignment to continue an Assignee pursuant to Section 10.08, the minimum principal amount which may be converted into Prime Rate Loans shall be $500,000 or any integral multiple of $100,000 in excess thereof; or (iii) elect to continue, as of the last day of the applicable Interest Period, any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedprovided that, 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 (but not by partial assignment to an Assignee pursuant to Section 10.08), to be less than $10,000,000500,000, such Offshore Rate LIBOR Loans shall automatically convert into Base Prime 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 LIBOR Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received for receipt by the Agent Bank not later than 9:00 a.m. (San Francisco time) at least (i) three 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) on the Conversion/Continuation Date, if the Loans are to be converted into Base Prime Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Prime Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest Period applicable to Offshore Rate LIBOR Loans, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate LIBOR Loans, as the case may be, or (ii) if any Default or Event of Default then exists, then the Company shall be deemed to have elected to convert such Offshore Rate LIBOR Loans into Base Prime Rate Loans effective as of the expiration date of such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 Bank. (e) Unless the Majority Banks Bank otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate a LIBOR Loan. (fe) After Unless the Bank otherwise consents, 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 effect.

Conversion and Continuation Elections. (a) The Company mayCompany, on behalf of the Borrowers, may upon irrevocable written notice to the Administrative Agent in accordance with Section 2.04(bsubsection 2.06(b): (i) elect, as of elect to convert on any Business Day, in the case of Base any Prime Rate LoansAdvance (other than a Swing-Line Advance), or as any part thereof in an amount not less than $2,000,000, or that is an integral multiple of $100,000 in excess thereof, into LIBO Rate Advances; or (ii) elect to convert on the last day of any Interest Period applicable thereto any LIBO Rate Advances (or any part hereof in an amount not less than $100,000, or that is an integral multiple of $100,000 in excess thereof) into a Prime Rate Advance; or (iii) elect to continue on the applicable Interest Period, in the case last day of any other Type of Loans, to convert Interest Period applicable thereto any such Loans LIBO Rate Advances (or any part thereof in an amount not less than $10,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore any LIBO Rate Loans Advance in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0002,000,000, such Offshore LIBO Rate Loans Advance shall automatically convert into Base a Prime Rate LoansAdvance, and on and after such date the right of the Company Borrowers to continue such Loans Advance as, and convert such Loans Advance into, Offshore a LIBO Rate Loans Advance, shall terminate. (b) The Company Company, on behalf of the Borrowers, shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Administrative Agent not no later than 9:00 a.m. (San Francisco time) 10:00 a.m., Honolulu, Hawaii time at least (i) three four Business Days in advance of prior to the Conversion/Conversion Date or Continuation Date, if the Loans Advances are to be converted into or continued as Offshore LIBO Rate Loans, Advances; and (ii) on one Business Day in advance of the Conversion/Continuation Conversion Date, if the Loans Advances are to be converted into Base Prime Rate LoansAdvances, specifying: (Ai) the proposed Conversion/Conversion Date or Continuation Date; (Bii) the aggregate amount of Loans Advances to be converted or continued; (Ciii) the Type nature of Loans resulting from the proposed conversion or continuation; andand -------------------------------------------------------------------------------- Page 29 -------------------------------------------------------------------------------- (Div) 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 LIBO Rate LoansAdvances, (i) the Company has Company, on behalf of the Borrowers, failed to select timely a new Interest Period to be applicable to such Offshore LIBO Rate LoansAdvances, or (ii) if any Default or Event of Default shall then existsexist, the Company Borrowers shall be deemed to have elected to convert such Offshore LIBO Rate Loans Advances into Base Prime Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the Company, on behalf of the Borrowers, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata among the Banks according to the respective outstanding principal amounts of the Loans Advances held by each Bank with respect to which the notice was given held by each Bankgiven. (e) Unless the Majority Banks otherwise consentNotwithstanding any other provision contained in this Agreement, 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 after giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consentany Advances, there may shall not be more than six different Interest Periods seven (7) LIBO Rate Advances in effect. (f) The Borrowers shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below.

Conversion and Continuation Elections. (a) The Company may, may upon irrevocable written notice to the Administrative Agent in accordance with Section 2.04(bsubsection 2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than One Million Dollars ($10,000,0001,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof) into Loans of any other TypeIBOR Loans; or (ii) elect, as of elect to convert on the last day of the applicable Interest Period, to continue Period any IBOR Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than One Million Dollars ($10,000,0001,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof) into Base Rate Loans; or (iii) elect to continue on the last day of the applicable Interest Period any IBOR Loans having Interest Periods maturing on such day (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate IBOR Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($10,000,0001,000,000), such Offshore Rate IBOR Loans shall automatically convert (on the last day of the applicable Interest Period) 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 IBOR Loans, as the case may be, shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.2 to be received by the Administrative Agent not later than 9:00 11:00 a.m. (San Francisco Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Offshore Rate IBOR Loans, ; and (ii) on the Conversion/Continuation Conversion Date, if the Loans are to be converted into Base Rate Loans, ; specifying: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of Loans to be converted or continued; (C) the Type nature of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions Loans to be continued as or converted into Base Rate IBOR Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate IBOR Loans, (i) the Company has failed to timely select timely a new Interest Period to be applicable to such Offshore Rate IBOR Loans, as the case may be, or (ii) if any Default or Event of Default shall then existsexist, the Company shall be deemed to have elected to convert such Offshore Rate IBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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 IBOR Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, unless the Agent there shall otherwise consent, there may not be more than six eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b): Borrower may (i) elect, as of any Business Banking Day, in the case of Base a Reference Rate LoansPortion, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, a LIBOR Rate Portion to convert any such Loans advance (or any part thereof in an amount not less than Five Hundred Thousand Dollars ($10,000,000500,000), or that is in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof) into Loans an advance of any other Typetype; or or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans an advance having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than Five Hundred Thousand Dollars ($10,000,000500,000), or that is in an integral multiple of Two Hundred Fifty Thousand Dollars ($1,000,000 250,000) in excess thereof) ("Conversion/Continuation Date"); providedPROVIDED, that if at any time the aggregate amount of Offshore any LIBOR Rate Loans in respect of any Borrowing Portion is reduced, by payment, prepayment, or conversion of part thereof to be less than Five Hundred Thousand Dollars ($10,000,000500,000), such Offshore LIBOR Rate Loans Portion shall automatically convert into Base a Reference Rate LoansPortion, and on and after such date the right of the Company Borrower to continue such Loans asadvance, and convert such Loans intoadvance into a Reference Rate Portion or LIBOR Rate Portion, Offshore Rate Loans as the case may be, shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation to be received by make the Agent election provided for in subsection (a) above not later than 9:00 a.m. (San Francisco Los Angeles time) at least (i) three Business (3) Banking Days in advance of the Conversion/Continuation Date, if the Loans are any loan is to be converted into or continued as Offshore a LIBOR Rate Loans, and Portion; (ii) on the Conversion/Continuation Date, if the Loans are any loan is to be converted into Base a Reference Rate LoansPortion, specifying: : (A1) the proposed Conversion/Continuation Date; ; (B2) the aggregate amount of Loans the loan to be converted or continued; (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, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) 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 Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each 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 Bank. (e) Unless the Majority Banks otherwise consent, 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 Agent in accordance with the provisions of this Section 2.04(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000500,000, or that is in an integral any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Eurodollar Rate Loans) into Loans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Eurodollar Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 10:00 a.m. (San Francisco Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Eurodollar Rate Loans, Loans and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (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 Eurodollar Rate Loans, (i) the Company has failed to select timely submit or complete a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such Interest PeriodLoan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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 So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Lenders have established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b):Agent: (i) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of Base Rate Loans, or as of the last day of the applicable One Million Dollars ($1,000,000.00) in excess thereof into LIBOR Credit Extensions; (ii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loans, to convert any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($10,000,000, 1,000,000.00) or that is in an any integral multiple of One Million Dollars ($1,000,000 in excess thereof1,000,000.00) into Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($10,000,0001,000,000.00), such Offshore Rate Loans LIBOR Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, and on and after such date the right of the Company Borrower to continue such Loans Credit Extensions as, and convert such Loans Credit Extensions into, Offshore Rate Loans LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10 to be received by the Agent not later than 9:00 prior to 11:00 a.m. (San Francisco time) Eastern time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as Offshore Rate Loans, LIBOR Credit Extensions; and (ii) on one (1) Business Day in advance of the Conversion/Continuation Conversion Date, if the Loans any Credit Extensions are to be converted into Base Prime Rate LoansCredit Extensions, specifyingin each case specifying the: (Ai) the proposed Conversion/Conversion Date or Continuation Date; (Bii) the aggregate amount of Loans the Credit Extensions to be converted or continued;continued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof; and (Ciii) the Type nature 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 Loansany LIBOR Credit Extensions, (i) the Company has Borrower shall have failed to timely select timely a new Interest Period to be applicable to such Offshore Rate LoansLIBOR Credit Extensions, or (ii) any Default or Event of Default then exists, the Company Borrower shall be deemed to have elected to convert such Offshore LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Bank Any LIBOR Credit Extensions shall, at Agent’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/ContinuationDefault or Default shall exist, or, if no timely notice is provided by or (ii) the Company, the Agent will promptly notify each Bank aggregate principal amount of the details Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any automatic conversion. All conversions and continuations shall be made ratably according to time during such Interest Period exceed (A) the respective outstanding principal amounts of the Loans Term Loan Amount with respect to which Credit Extensions made pursuant to Section 2.1.1, or (B) the notice was given held Revolving Line with respect to Credit Extensions made pursuant to Section 2.1.2. Borrower agrees to pay Agent, upon demand by each BankAgent (or Agent or Lenders may, at their option, charge the Designated Deposit Account or any other account Borrower maintains with Lenders) any amounts required to compensate Agent and Lenders for any loss (including loss of anticipated profits), cost, or expense incurred by Agent or Lenders, as a result of the conversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (e) Unless Notwithstanding anything to the Majority Banks otherwise consentcontrary contained herein, 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 Lenders shall otherwise consent, there may not be more than six different Interest Periods required to purchase United States Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Lenders had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with Section 2.04(bSECTION 2.06(b): (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000500,000, or that is in an integral any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Offshore Rate Loans) into Loans of any other Type; or (iii) elect, elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 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 $10,000,0001,000,000, 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 Agent not later than 9:00 10:00 a.m. (San Francisco Chicago time) at least (i) three 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, Loans and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (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, (i) the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate LoansLoans by the time specified in SECTION 2.04(b), or (ii) 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 an Offshore Rate Loans Loan with an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank 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 Bank.of (e) Unless the Majority Banks Lenders otherwise consent, 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 Offshore Rate Loans, unless the Agent shall otherwise consent, there may not be more than six five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company Borrower may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.04(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Term SOFR Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000500,000, or that is in an integral any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Term SOFR Loans) into Loans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Term SOFR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Term SOFR 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 Term SOFR Loans shall terminate. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:00 a.m. (San Francisco New York time) (i) three 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 Term SOFR Loans, and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the Class of Loans to be converted or continued; (ii) the proposed Conversion/Continuation Date; (Biii) the aggregate amount of Loans to be converted or continued; (Civ) the Type of Loans resulting from the proposed conversion or continuation; and (Dv) 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 Term SOFR Loans, (i) the Company Borrower has failed to select timely submit or complete a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Company Borrower shall be deemed to have elected to convert such Offshore Rate Term SOFR Loans into Base Rate Loans effective as of the expiration date of such Interest Perioda one month Term SOFR Loan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the CompanyBorrower, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Majority Banks otherwise consent, 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[Reserved]. (f) After giving effect to any conversion or continuation of Term SOFR Loans, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.twelve (12)

Conversion and Continuation Elections. (a) The Company So long as (1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (2) no party hereto shall have sent any notice of termination of this Agreement; and (3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Section 2.04(b):Bank: (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans, or as of the last day of the applicable $1,000,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loans, to convert any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of equal to $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 Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is LIBOR Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $10,000,0001,000,000, such Offshore Rate Loans LIBOR Advances shall automatically convert into Base Prime Rate LoansAdvances, and on and after such date the right of the Company Borrower to continue such Loans Advances as, and convert such Loans Advances into, Offshore Rate Loans LIBOR Advances shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate Advances. (b) The Company Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10 to be received by the Agent not later than 9:00 Bank prior to 11:00 a.m. (San Francisco Pacific time) at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as Offshore Rate Loans, LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion/Continuation Conversion Date, if the Loans any Advances are to be converted into Base Prime Rate LoansAdvances, in each case specifying: (Ai) the proposed Conversion/Conversion Date or Continuation Date; (Bii) the aggregate amount of Loans the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (Ciii) the Type nature 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 Loansany LIBOR Advances, (i) the Company has Borrower shall have timely failed to select timely a new Interest Period to be applicable to such Offshore Rate LoansLIBOR Advances, or (ii) any Default or Event of Default then exists, the Company Borrower shall be deemed to have elected to convert such Offshore LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Bank Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/ContinuationDefault, or, if no timely notice is provided by the Companyor event which with notice, the Agent will promptly notify each Bank passage of time, or both would constitute an Event of Default, shall exist, (ii) the Agreement shall terminate, or (iii) the aggregate principal amount of the details Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any automatic conversiontime during such Interest Period exceed the Committed Revolving Line. All conversions and continuations shall be made ratably according Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the respective outstanding principal Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the Loans with respect conversion of LIBOR Advances to which Prime Rate Advances pursuant to any of the notice was given held by each Bankforegoing. (e) Unless Notwithstanding anything to the Majority Banks otherwise consentcontrary contained herein, 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 Bank shall otherwise consent, there may not be more than six different Interest Periods required to purchase United States Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Agent in accordance with the provisions of this Section 2.04(b):2.04: (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Line Loans), or as of the last day of the applicable Interest Period, in the case of any other Type of Eurodollar Rate Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000500,000, or that is in an integral any multiple of $1,000,000 100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Eurodollar Rate Loans) into Loans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Eurodollar Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 10:00 a.m. (San Francisco Chicago time) at least (i) three (3) Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Eurodollar Rate Loans, Loans and (ii) on the date of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of Loans to be converted or continued; (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 Eurodollar Rate Loans, (i) the Company has failed to select timely submit or complete a new Interest Period to be applicable to such Offshore Rate Loans, or (ii) any Default or Event of Default then existsnotice in accordance with Section 2.04(b), the Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Loans into a one month Eurodollar Rate Loan, provided, however, if any Default or Event of Default then exits, the Company shall be deemed to have elected to convert such Eurodollar Rate Loans into a Base Rate Loans effective as of the expiration date of such Interest PeriodLoan. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank Lender of the details of any automatic continuation or conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given given, held by each BankLender. (e) Unless the Majority Banks Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Eurodollar Rate Loans, unless the Agent shall otherwise consent, there may not be more than six seven different Interest Periods in effect. (g) Notwithstanding the foregoing, all Loans outstanding as of the Closing Date and originally made pursuant to the Original Credit Agreement shall continue to be of the same Type and shall have the same Interest Period as established for such Loans under the Original Credit Agreement until converted into a different Type pursuant to this Agreement or until such Interest Period expires or such Loans are prepaid by the Company.