Common use of Conversion and Continuation Clause in Contracts

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.10, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Prime Rate Advances shall continue as Adjusted Alternate Base Prime Rate Advances unless and until such Adjusted Alternate Base Prime Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.10(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Prime Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.10(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i2.10(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Prime Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (ia) Borrower may elect from time to timeEach Base Rate Loan shall automatically, subject without delivery of any Notice of Conversion (and without regard to the other provisions minimum amount set forth in Section 2.02 above), be converted into a SOFR Loan on the last Business Day of this Section 2.11the calendar month in which such Base Rate Loan was made (or, to convert all or any part if such Base Rate Loan was made after the third Business Day preceding the end of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only oncalendar month in which such Base Rate Loan was made, the last day Business Day of the LIBOR Interest Period applicable thereto. (iiimmediately succeeding calendar month) Adjusted Alternate unless Borrower shall have given notice of its intention to prepay such Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower Loan in accordance with Section 2.11(g)(iv2.05(b). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate provided that no Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance Loan may be converted into to a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) SOFR Loan when any Monetary Default or an Event of Default has occurred and is continuing. (ivb) The Borrower Each SOFR Loan shall give the Administrative Agent irrevocable notice be continued as such for consecutive additional Interest Periods unless any Person reasonably believed by Lender to be an Authorized Person shall have given a timely Notice of Conversion with respect thereto pursuant to paragraph (a "Conversion/Continuation Notice"c) of each conversion this Section 2.03 or unless any Person reasonably believed by ▇▇▇▇▇▇ to be an Authorized Person shall have given written notice of its intention to prepay such SOFR Loan in accordance with Section 2.05(b); provided that (i) no SOFR Loan may be continued as such when an Advance or Event of Default has occurred and is continuing and (ii) if such continuation of is not permitted pursuant to the preceding clause (i), such SOFR Loan shall be automatically converted to a LIBOR Advance not later than 11:00 a.m. (Chicago time) Base Rate Loan on the Business Day immediately preceding the date last day of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. then expiring Interest Period. (Chicago timec) at least three (3) Business Days prior Borrower may elect from time to time to convert Loans from one Type to the date other Type, by delivering to Lender a Notice of Conversion (which Notice to be effective on the requested conversion date (a “Conversion Date”) must be received by Lender by the time prescribed in Section 2.02 for receipt of a Notice of Borrowing for a Loan of the Type being converted to); provided that (i) any such conversion of SOFR Loans may only be made on the last day of an Interest Period with respect thereto, and (ii) no Base Rate Loan may be converted into a SOFR Loan when an Event of Default has occurred and is continuing. (d) ▇▇▇▇▇▇ shall be fully protected in acting in accordance with all Notices of Conversion executed, or continuationreasonably believed by ▇▇▇▇▇▇ to have been executed, by an Authorized Person or in failing to act in the case of a conversion into or continuation of a ratable LIBOR Advanceabsence thereof, specifying: (1) the requested date (which and shall be a Business Day) of such conversion or continuation; (2) the amount fully protected and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable theretoabsolved from any liability arising therefrom.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.10, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Prime Rate Advances shall continue as Adjusted Alternate Base Prime Rate Advances unless and until such Adjusted Alternate Base Prime Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.10(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Prime Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.10(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i2.10(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "“Conversion/Continuation Notice"”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Prime Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto. Administrative Agent shall provide each Lender by facsimile with a copy of each Conversion/Continuation Notice on the Business Day it is received.

Conversion and Continuation. (i) Borrower Any Fixed Rate Loan of any Type shall continue as a Fixed Rate Loan of such Type and may elect from time to time, subject to the other provisions not be converted into a Eurodollar Rate Loan or a Fixed Rate Loan of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable theretoType. (ii) Adjusted Alternate Base Any Eurodollar Rate Advances Loan of any Type shall continue as Adjusted Alternate Base a Eurodollar Rate Advances unless and until Loan of such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance Type unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice notice in accordance with Section 2.11(g)(iv1.03(c)(iv) requesting thatthat such Eurodollar Rate Loan be converted into a Fixed Rate Loan of the Type set forth in such notice on the next succeeding Payment Date for such Eurodollar Rate Loan, at provided, however, that the end Borrower shall not be permitted to convert any such Eurodollar Rate Loan pursuant to this Section 1.03(c)(ii) if (A) it has made the election referred to in Section 1.03(c)(iii) or (B) a Default or an Event of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest PeriodDefault exists. (iii) Notwithstanding anything Sections 1.03(c)(ii) and (iv), the Borrower may elect in any notice of borrowing provided to the contrary contained Agent in Sections 2.11(g)(iaccordance with Section 1.02(a) or (g)(ii), no Advance may that the Eurodollar Rate Loan of the Type specified in such notice be converted into a LIBOR Advance or continued as Fixed Rate Loan of the Type specified in such notice on the date which is the Payment Date for such Eurodollar Rate Loan closest to the second anniversary of the Delivery Date specified in such notice. Upon receipt by the Agent of such notice, each Lender shall use its reasonable efforts to enter into a LIBOR Advance Swap Transaction in order for (except i) the Lenders to be able to provide the Borrower with such Fixed Rate Loan on such Payment Date and (ii) the Agent, on behalf of the Lenders, to be able to provide the Borrower with the consent of the Required Lenders) when any Monetary Default Fixed Rate for such Fixed Rate Loan on or Event of Default has occurred and is continuingprior to such Delivery Date. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Dayirrevocable) of the conversion of any Eurodollar Rate Loan into a Fixed Rate Loan no later than 10:00 a.m. on the third Eurodollar Business Day before any Payment Date for such Loan. Each notice of conversion or continuation; shall be in the form of Schedule 1.03(c)(iv) and shall specify (2A) the requested Payment Date of such conversion, (B) the amount and type Type of the Advance Eurodollar Rate Loan to be converted or continued; and (3C) the amounts amount and type(s) Type of Advance(s) the Fixed Rate Loan into which such Advance Eurodollar Rate Loan is to be converted or continued and, in the case converted. Upon receipt of a conversion into or continuation of a ratable LIBOR Advanceany such notice, the duration Agent shall promptly notify each Lender of (x) the contents thereof, (y) the amount and Type of the LIBOR Interest Period applicable theretoEurodollar Rate Loan to be converted and (z) the amount and Type of the Fixed Rate Loan into which such Eurodollar Rate Loan is to be converted.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Corporate Base Rate Advances shall continue as Adjusted Alternate Base Corporate Rate Advances unless and until such Adjusted Alternate Corporate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Corporate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Corporate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.10, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Prime Rate Advances shall continue as Adjusted Alternate Base Prime Rate Advances unless and until such Adjusted Alternate Base Prime Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.10(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Prime Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.10(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i2.10(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "“Conversion/Continuation Notice"”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Prime Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago Atlanta time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago Atlanta time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (a) The Borrower may elect by written notice in the form attached hereto as Exhibit D (the "Election Notice") given to the Bank: (i) Borrower may elect from time to by not later than 10:00 am (San Francisco time, subject ) on the third Business Day prior to the other provisions expiration of this Section 2.11the Interest Period for any Eurodollar Rate Loan Portion, to convert all continue such Loan Portion or any part thereof as a Eurodollar Rate Loan Portion for the next succeeding Interest Period. In the absence of a ratable Advance into any other type of Advance; provided that any conversion of timely and effective Election Notice to continue the applicable Loan Portion as a ratable LIBOR Advance Eurodollar Rate Loan Portion, the Borrower shall be made ondeemed to have elected to convert such Eurodollar Rate Loan Portion to a Prime Rate Loan Portion, and only on, effective as of the last day of the LIBOR preceding Interest Period applicable thereto.Period; (ii) Adjusted Alternate Base by not later than 10:00 am (San Francisco time) on the third Business Day prior to the proposed date for the conversion of a Prime Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant Loan Portion or any part thereof to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv)Eurodollar Rate Loan Portion, to convert such Prime Rate Loan Portion or any part thereof to a Eurodollar Rate Loan Portion. Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything herein to the contrary contained in Sections 2.11(g)(i) or (g)(ii)contrary, no Advance may be converted into if a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or an Event of Default has occurred and is continuing, then the Borrower shall have no right to give an Election Notice, and the Bank may ignore any attempt by the Borrower to give an Election Notice. (ivb) The Borrower An Election Notice with respect to any Eurodollar Rate Loan Portion shall give contain the Administrative Agent irrevocable notice following information: (a "Conversion/Continuation Notice"i) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advancedollar amount which is to be continued as, or 11:00 a.m. converted to, a Eurodollar Rate Loan Portion; and (Chicago timeii) at least three (3) Business Days prior the duration of new Interest Period. Notwithstanding anything herein to the date contrary, the outstanding Loan balance may not at any time be comprised of more than five (5) Eurodollar Rate Loan Portions at the requested conversion or continuationsame time without the Bank's consent, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into Bank's sole and absolute discretion. Once received by the Bank, any Initial Notice or continuation of a ratable LIBOR Advance, Election Notice will be irrevocable for the duration of applicable Eurodollar Rate Loan Portion for the LIBOR applicable Interest Period applicable theretoPeriod.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for an additional LIBOR Interest Period of the same or another LIBOR Interest Perioda different duration. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii)this Section 2, no Advance may be converted into a LIBOR Advance or continued (following the end of a LIBOR Interest Period) as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "“Conversion/Continuation Notice"”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate a Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable an ------------ Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of ------------------- the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR ------------------- Interest Period, such Advance either continue as an a LIBOR Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a ------------------- ------- LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each ------------------------------ conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. Each Borrower shall have the right at any time upon prior irrevocable notice to the Agent (a) not later than 12:00 noon, Boston time, one (1) Business Day prior to the date of conversion, to convert any LIBOR Loan into a Base Rate Loan, (b) not later than 12:00 noon, Boston time, three (3) LIBOR Business Days prior to conversion or continuation, to convert any Base Rate Loan into a LIBOR Loan or to continue any LIBOR Loan as a LIBOR Loan for an additional Interest Period, and (c) not later than 12:00 noon, Boston time, three (3) Business Days prior to conversion, to convert the Interest Period with respect to any LIBOR Loan to another permissible Interest Period, subject in each case to the following: (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all each conversion or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance continuation shall be made on, and only on, pro rata among the last day Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Loans; (ii) if less than all the outstanding principal amount of any Loans shall be converted or continued, then the resulting Loans shall satisfy the limitations specified in the penultimate sentence of 2.8 regarding the principal amount of Loans; (iii) each conversion shall be effected by the Agent by recording for the account of each Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; (iv) accrued interest on a LIBOR Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation; (v) LIBOR Loans may only be converted at a time that is the end of the Interest Period applicable thereto.; (iivi) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant any portion of a Loan maturing or required to a Conversion/Continuation Notice from Borrower be repaid in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance less than one month may not be converted into a LIBOR Advance or continued as a LIBOR Advance Loan; (except vii) any portion of a LIBOR Loan that cannot be converted into or continued as a LIBOR Loan by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Loan into a Base Rate Loan; and (viii) no Event of Default and no event which, with the consent giving of the Required Lenders) when any Monetary Default notice or passage of time or both, would constitute an Event of Default has occurred and is continuing. ; provided, however, that the condition set forth in this clause (ivviii) The Borrower shall give not be applicable to the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance any LIBOR Loan into a Base Rate Loan pursuant to 2.9(a). Each notice pursuant to this 2.9 shall be irrevocable and shall refer to this Agreement and specify (i) the identity (including whether such Loan is a Term Loan or continuation a Revolving Credit Loan) and amount of the Loan that a Borrower requests be converted or continued, (ii) whether such Loan is to be converted to or continued as a LIBOR Advance not later than 11:00 a.m. Loan or a Base Rate Loan, (Chicago timeiii) on the Business Day immediately preceding if such notice requests a conversion, the date of the requested conversion, in the case of a such conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a LIBOR Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3iv) the amounts and type(s) of Advance(s) into which if such Advance Loan is to be converted to or continued andas a LIBOR Loan, the Interest Period with respect thereto. If no Interest Period is specified in the case of a any such notice with respect to any conversion into to or continuation of as a ratable LIBOR AdvanceLoan, the duration Borrower shall be deemed to have selected an Interest Period of one month's duration. The Agent shall promptly advise the other Lenders of any notice given pursuant to this 2.9 and of each Lender's portion of any converted or continued Loans. If the Borrower shall not have given notice in accordance with this 2.9 to continue any LIBOR Loans into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this 2.9 to convert such LIBOR Loans), such LIBOR Loans shall, at the end of the LIBOR Interest Period applicable theretothereto (unless repaid pursuant to the terms hereof), automatically be converted into Base Rate Loans.

Conversion and Continuation. (a) At least three Business Days prior to the expiration of each Interest Period for a Eurodollar Loan, Borrower shall notify the Agent (who shall promptly notify each Lender thereof) of the requested duration of the succeeding Interest Period unless Borrower shall have given a timely Notice of Conversion with respect to such Eurodollar Loan pursuant to paragraph (b) of this Section 2.03 or unless Borrower shall have given notice of its intention to prepay such Eurodollar Loan on or before the first day of any such succeeding Interest Period. If Borrower fails to timely notify the Agent of the desired duration of the Interest Period succeeding an expiring Interest Period for a Eurodollar Loan, or to timely give notice of a conversion or a notice of prepayment of such Loan, it shall be deemed to have requested a one-month duration for such succeeding Interest Period; provided that (i) no Eurodollar Loan may be continued as such when an Event of Default has occurred and is continuing and (ii) if such continuation is not permitted pursuant to the preceding clause (i), such Eurodollar Loan shall be automatically converted to a Base Rate Loan on the last day of the then expiring Interest Period. (b) Borrower may elect from time to time, subject time to convert Loans from one Type to the other provisions Type, by delivering to the Agent a Notice of this Conversion (which Notice to be effective on the requested conversion date (a “Conversion Date”) must be received by the Agent (who shall promptly notify each Lender thereof) by the time prescribed in Section 2.11, to convert all or any part 2.02 for receipt of a ratable Advance into any other type Notice of AdvanceBorrowing for Loans of the Type being converted to); provided that (i) any such conversion of a ratable LIBOR Advance shall Eurodollar Loans may only be made on, and only on, on the last day of the LIBOR an Interest Period applicable with respect thereto. , and (ii) Adjusted Alternate no Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance Loan may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) Eurodollar Loan when any Monetary Default or an Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (a) Any Borrower may elect (i) Borrower may elect from at any time on any Business Day, to timeconvert Variable Rate Loans (other than Swing Loans) owing by it or any portion thereof to Fixed Rate Loans in the same currency and (ii) at the end of any applicable Interest Period, subject to convert Eurodollar Rate Loans owing by it or any portion thereof into Base Rate Loans or to continue any Fixed Rate Loans in any currency or any portion thereof as Fixed Rate Loans of the other provisions same currency for an additional Interest Period; provided, however, that the aggregate amount of each Fixed Rate Loan for any Interest Period in any currency must be in the amount equal to one of the Currency Thresholds for such currency. Each conversion or continuation of (x) Revolving Dollar Loans shall be allocated among the Revolving Dollar Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lenders' Ratable Portions of such Revolving Dollar Loans, (y) Australian Dollar Loans shall be allocated among the Australian Dollar Lenders in accordance with such Australian Dollar Lenders' Australian Dollar Ratable Portions of such Australian Dollar Loans and (z) Term Loans shall be allocated among the Term Loan Lenders in accordance with such Term Loan Lender's Ratable Portion of the Term Loan Facility. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "Notice of Conversion or Continuation") and shall be made by giving the applicable Disbursement Agent at least three Business Days' prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of, Fixed Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. Each Notice of Conversion or Continuation shall be irrevocable. (b) The applicable Disbursement Agent shall promptly notify each Lender in the applicable Facility of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no conversion in whole or in part of Variable Rate Loans to Fixed Rate Loans and no continuation in whole or in part of Fixed Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Fixed Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing External Rate Loans). (c) If, within the time period required under the terms of this Section 2.11, the applicable Disbursement Agent does not receive a Notice of Conversion or Continuation from any Borrower containing a permitted election to continue any Fixed Rate Loan owing by it for an additional Interest Period or, to the extent permitted herein, to convert all any such Fixed Rate Loans or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall if such notice cannot be made ondelivered in compliance with clause (b) above, and only onthen, upon the last day expiration of the LIBOR applicable Interest Period applicable thereto. Period, (iii) Adjusted Alternate Base in the case of Eurodollar Rate Advances shall continue as Adjusted Alternate Base Loans, such Eurodollar Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance Loans shall be automatically converted into an Adjusted Alternate to Base Rate Advance unless Loans with an aggregate principal amount equal to the Borrower aggregate principal amount of such Eurodollar Rate Loan on the date of such conversion and (ii) in the case of Australian Bill Rate Loans, such Australian Bill Rate Loans shall have given be au▇▇▇▇tically continued as an Austr▇▇▇▇n Bill Rate Loan with (A) if such notice cannot be delivered i▇ ▇▇mpliance with clause (b) above, an Interest Period of one month and (B) otherwise, the same Interest Period. CREDIT AGREEMENT SWIFT & COMPANY (d) At any time (i) after the occurrence and during the continuance of any Event of Default, the Administrative Agent may (and, upon the request of the Requisite Australian Dollar Lenders or upon the acceleration of the Australian Dollar Loans pursuant to Section 9.2 (Remedies), shall) and (ii) upon the replacement of any Australian Dollar Loan by a Conversion/Continuation Notice Base Rate Loan or a Loan made in accordance with Section 2.11(g)(ivDollars pursuant to this Agreement the Administrative Agent shall demand that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Australian Dollar Lenders, in the manner provided in clause (e) requesting that, at the end of such LIBOR Interest Periodbelow, such Advance either continue as an Advance Revolving Credit Lender's Ratable Portion of the Australian Dollar Outstandings at such type for time (or, in the same or another LIBOR Interest Periodcase of a replacement of only some of the Australian Dollar Loans, the Australian Dollar Outstandings at such time relating to such Australian Dollar Loans), which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount and interest of Australian Dollar Loans demanded to be paid. (iiie) Notwithstanding anything Each demand referred to in clause (d) above shall be delivered to each Revolving Credit Lender (or, in cases where clause (d) above does not require a demand from the contrary contained in Sections 2.11(g)(i) or (g)(iiBorrower, a similar notice prepared by the Administrative Agent), no Advance may be converted into together with a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give statement prepared by the Administrative Agent irrevocable notice setting forth in reasonable detail the Australian Dollar Outstandings subject to such demand, and, whether or not the conditions set forth in Sections 3.2 (a "Conversion/Continuation Notice"Conditions Precedent to Each Loan and Letter of Credit) of and 2.1 (a) (The Commitments) shall be satisfied (which conditions the Revolving Credit Lenders hereby irrevocably waive), each conversion of an Advance or continuation of a LIBOR Advance not later than Revolving Credit Lender shall, before 11:00 a.m. (Chicago New York time) on the Business Day immediately preceding next succeeding the date of such Revolving Credit Lender's receipt of such demand, make available to the requested conversionAdministrative Agent, in immediately available Dollars for the case account of the Australian Dollar Lenders, its Ratable Portion of the Australian Dollar Outstandings subject to such demand. Upon such payment by a conversion into an Adjusted Alternate Base Rate AdvanceRevolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Dollar Loan to the Borrower owing such Australian Dollar Loans in the principal amount of such payment. The Administrative Agent shall forward such payments by the Revolving Credit Lenders (or 11:00 a.m. cause such payments to be forwarded) to the Australian Dollar Lenders to repay the Australian Dollar Loans subject to such demand. To the extent that any Revolving Credit Lender fails to make such Ratable Portion available to the Administrative Agent for the account of the Australian Dollar Lender, the Borrower agrees to pay such Ratable Portion on demand in immediately available Dollars for the benefit of the Australian Dollar Lenders (Chicago time) at least three (3) Business Days prior as payment for the Australian Dollar Loans subject to such demand). As of the date of any such demand, the requested conversion Australian Dollar Loans (together with any interest then accrued thereon) shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid hereunder, the Borrowers agree, as a separate and independent obligation, to pay to the Australian Agent, for the account of any Australian Dollar Lender entitled thereto, any amounts to which any Australian Dollar Lender may be entitled to pursuant to Section 2.14(e) (Breakage Costs) or continuationSection 11.13 (Currency of Payment) and which shall not otherwise have been repaid by the Revolving Credit Lenders pursuant to this Section 2.11 (Conversion and Continuation). (f) Upon the occurrence of an Event of Default under Section 9.1(f) (Events of Default), the Australian Dollar Outstandings shall (other than for purpose of Section 2.14(e) (Breakage Costs) and Section 11.13 (Currency of Payment)) automatically, immediately, and without notice of any kind, convert to Loans and other CREDIT AGREEMENT SWIFT & COMPANY obligations made in Dollars and bearing interest at the rate applicable to Revolving Loans bearing interest based on the Base Rate, whereupon each Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Australian Dollar Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender's Ratable Portion of the Australian Dollar Outstandings corresponding to such Australian Dollar Loan, by paying to the Administrative Agent for the benefit of the Australian Dollar Lenders on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Australian Dollar Loan pursuant to clause (e) above, in immediately available funds, an amount equal to such Revolving Credit Lender's Ratable Portion of the case Australian Dollar Outstandings in respect of such Australian Dollar Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Administrative Agent on such date, each Australian Dollar Revolving Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at the Australian Short-Term Rate. As of the date of any such Event of Default under Section 9.1(f) (Events of Default), all Australian Dollar Loans and other Australian Dollar Outstandings shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid hereunder, the Borrowers agree, as a conversion into separate and independent obligation, to pay to the Australian Agent, for the account of any Australian Dollar Lender entitled thereto, any amounts to which any Australian Dollar Lender may be entitled to pursuant to Section 2.14(e) (Breakage Costs) or continuation Section 11.13 (Currency of a ratable LIBOR Advance, specifying: (1Payment) the requested date (and which shall be not have otherwise been paid by the Revolving Credit Lenders pursuant to this Section 2.11 (Conversion and Continuation). (g) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Business DayRevolving Loan pursuant to clause (e) above with respect to any Australian Dollar Loan or (ii) purchases an undivided participation interest in an Australian Dollar Loan pursuant to clause (f) above, the Administrative Agent, the Australian Agent and each Australian Dollar Lender shall promptly distribute to such Revolving Credit Lender such Revolving Credit Lender's Ratable Portion of all payments of principal amount and interest received by the Administrative Agent, the Australian Agent or such Australian Dollar Lender on account of such conversion Australian Dollar Loan in excess of those received pursuant to clause (e) or continuation; (2f) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable theretoabove.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.6, to convert all or any part of a ratable the Advance into any other type of a LIBOR Advance or a Alternate Base Rate Advance, as the case may be; provided that any conversion of a ratable any LIBOR Rate Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted The Alternate Base Rate Advances Advance shall continue as Adjusted an Alternate Base Rate Advances Advance unless and until such Adjusted Alternate Base Rate Advances are Advance is converted into ratable a LIBOR Advances Rate Advance pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.6(g)(iv). Ratable The LIBOR Advances Rate Advance shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.6(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i2.6(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Rate Advance or continued as a LIBOR Rate Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Rate Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date date' of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Rate Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted convened or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Rate Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of AdvanceAdvance (other than a Swing Line Loan); provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances (other than Swing Line Loans) shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such LIBOR Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such LIBOR Advance either continue as an a ratable LIBOR Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "“Conversion/Continuation Notice"”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. Each Borrower shall have the right at any time upon prior irrevocable notice to the Agent (a) not later than 12:00 noon, Boston time, one (1) Business Day prior to the date of conversion, to convert any LIBOR Loan into a Base Rate Loan, (b) not later than 12:00 noon, Boston time, three (3) LIBOR Business Days prior to conversion or continuation, to convert any Base Rate Loan into a LIBOR Loan or to continue any LIBOR Loan as a LIBOR Loan for an additional Interest Period, and (c) not later than 12:00 noon, Boston time, three (3) Business Days prior to conversion, to convert the Interest Period with respect to any LIBOR Loan to another permissible Interest Period, subject in each case to the following: (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all each conversion or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance continuation shall be made on, and only on, pro rata among the last day Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Loans; (ii) if less than all the outstanding principal amount of any Loans shall be converted or continued, then the resulting Loans shall satisfy the limitations specified in the penultimate sentence of 2.7 regarding the principal amount of Loans; (iii) each conversion shall be effected by the Agent by recording for the account of each Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; (iv) accrued interest on a LIBOR Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation; (v) LIBOR Loans may only be converted at a time that is the end of the Interest Period applicable thereto.; (iivi) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant any portion of a Loan maturing or required to a Conversion/Continuation Notice from Borrower be repaid in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance less than one month may not be converted into a LIBOR Advance or continued as a LIBOR Advance Loan; (except vii) any portion of a LIBOR Loan that cannot be converted into or continued as a LIBOR Loan by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Loan into a Base Rate Loan; and (viii) no Event of Default and no event which, with the consent giving of the Required Lenders) when any Monetary Default notice or passage of time or both, would constitute an Event of Default has occurred and is continuing. ; provided, however, that the condition set forth in this clause (ivviii) The Borrower shall give not be applicable to the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance any LIBOR Loan into a Base Rate Loan pursuant to 2.8(a). Each notice pursuant to this 2.8 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Loan that a Borrower requests be converted or continuation of continued, (ii) whether such Loan is to be converted to or continued as a LIBOR Advance not later than 11:00 a.m. Loan or a Base Rate Loan, (Chicago timeiii) on the Business Day immediately preceding if such notice requests a conversion, the date of the requested conversion, in the case of a such conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a LIBOR Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3iv) the amounts and type(s) of Advance(s) into which if such Advance Loan is to be converted to or continued andas a LIBOR Loan, the Interest Period with respect thereto. If no Interest Period is specified in the case of a any such notice with respect to any conversion into to or continuation of as a ratable LIBOR AdvanceLoan, the duration Borrower shall be deemed to have selected an Interest Period of one month's duration. The Agent shall promptly advise the other Lenders of any notice given pursuant to this 2.8 and of each Lender's portion of any converted or continued Loans. If the Borrower shall not have given notice in accordance with this 2.8 to continue any LIBOR Loans into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this 2.8 to convert such LIBOR Loans), such LIBOR Loans shall, at the end of the LIBOR Interest Period applicable theretothereto (unless repaid pursuant to the terms hereof), automatically be converted into Base Rate Loans.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.10, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.10(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate a Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.10(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for an additional LIBOR Interest Period of the same or another LIBOR Interest Perioddifferent duration. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii)this Section 2, no Advance may be converted into a LIBOR Advance or continued (following the end of a LIBOR Interest Period) as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate a Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. The Company shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 p.m., Chicago time, one Business Day prior to conversion, to convert any LIBOR Advance into a Prime Advance, (b) not later than 11:00 a.m., Chicago time, three Business Days prior to conversion or continuation, to convert any Prime Advance into a LIBOR Advance or to continue any LIBOR Advance as a LIBOR Advance for an additional Interest Period, and (c) not later than 11:00 a.m., Chicago time, three Business Days prior to conversion, to convert the Interest Period with respect to any LIBOR Advance to another permissible Interest Period, subject in each case to the following: (i) Borrower may elect each conversion shall be effected by each of the Lenders by recording for the account of such Lender the continued Advance of such Lender resulting from such conversion and reducing the Advance being converted by an equivalent principal amount; accrued interest on any Advance (or portion thereof) being converted shall be paid by the Company at the time to time, subject to the other provisions of this Section 2.11, to convert all or conversion; (ii) if any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, is converted at a time other than the last day end of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances , the Company shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pay, upon demand, any amounts due to the Lenders pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(ivsubsection 2.5(b). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period.; (iii) Notwithstanding anything any portion of an Advance maturing or required to the contrary contained be repaid in Sections 2.11(g)(i) or (g)(ii), no Advance less one month may not be converted into a LIBOR Advance or continued as a LIBOR Advance with an Interest Period ending after the date such repayment is required; and (except with iv) upon notice to the consent Company from the Administrative Agent, after the occurrence and during the continuance of the Required Lenders) when any Monetary a Default or Event of Default has occurred Default, (A) no outstanding Advance may be converted into, or continued as, a LIBOR Advance, and (B) unless repaid, each LIBOR Advance shall be converted to a Prime Advance at the end of the Interest Period applicable thereto. Each notice pursuant to this Section 2.8 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Advance that the Company requests be converted or continued, (ii) whether such Advance is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance to be converted to or continuation of continued as a LIBOR Advance not later than 11:00 a.m. or a Prime Advance, (Chicago timeiii) on the Business Day immediately preceding if such notice requests a conversion, the date of the requested conversion, in the case of a such conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3iv) the amounts and type(s) of Advance(s) into which if such Advance is to be converted to or continued and, in the case of as a conversion into or continuation of a ratable LIBOR Advance, the duration Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Advance, the Company shall be deemed to have selected an Interest Period of one month's duration. If the Company shall not have given notice in accordance with this Section 2.8 to continue any Advance into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.8 to convert such Advance), such Advance shall, at the end of the LIBOR Interest Period applicable theretothereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as a Prime Advance.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ------------ ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the ------------------- end of the then applicable LIBOR Interest Period therefor, at which time each such LIBOR Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR ------------------- Interest Period, such LIBOR Advance either continue as an a ratable LIBOR Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a ------------------- ------- LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each ------------------------------ conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) OptionsThe Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election not later than 11:00 a.m. (New York City time, subject ) one Business Day prior to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advancenext Interest Period; provided that any such conversion of a ratable LIBOR Advance shall Eurodollar Loans may be made on, and only on, on the last day of the LIBOR an Interest Period applicable with respect thereto. (ii) Adjusted Alternate . The Borrower may elect from time to time to convert Base Rate Advances Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until specify the end length of the then applicable LIBOR initial Interest Period therefor, ) at which time each such Advance shall be automatically converted into an Adjusted Alternate least three Business Days prior to the next Interest Period; provided that no Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance Loan may be converted into a LIBOR Advance or continued as a LIBOR Advance Eurodollar Loan (except with the consent of the Required Lendersi) when any Monetary Default or Event of Default has occurred and is continuing, unless the Required Lenders have determined to permit such conversion, or (ii) after the date that is one month prior to the Maturity Date. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. (iva) The Borrower may elect to continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the definition of “Interest Period”, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such (i) when any Default has occurred and is continuing, unless the Required Lenders have determined to permit such conversion ,or (ii) after the date that is one month prior to the Maturity Date; provided, further, that if the Borrower shall fail to give any required notice as described above in this Section 2.03(b) or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of shall promptly notify each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable theretorelevant Lender thereof.

Conversion and Continuation. (a) Any Borrower may elect (i) Borrower may elect from at any time on any Business Day, to timeconvert Variable Rate Loans (other than Swing Loans) owing by it or any portion thereof to Fixed Rate Loans in the same currency and (ii) at the end of any applicable Interest Period, subject to convert Eurodollar Rate Loans owing by it or any portion thereof into Base Rate Loans or to continue any Fixed Rate Loans in any currency or any portion thereof as Fixed Rate Loans of the other provisions same currency for an additional Interest Period; provided, however, that the aggregate amount of each Fixed Rate Loan for any Interest Period in any currency must be in the amount equal to one of the Currency Thresholds for such currency. Each conversion or continuation of (x) Revolving Dollar Loans shall be allocated among the Revolving Dollar Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lenders' Ratable Portions of such Revolving Dollar Loans and (y) Australian Dollar Loans shall be allocated among the Australian Dollar Lenders in accordance with such Australian Dollar Lenders' Australian Dollar Ratable Portions of such Australian Dollar Loans. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "Notice of Conversion or Continuation") and shall be made by giving the applicable Disbursement Agent at least three Business Days' prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of, Fixed Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. Each Notice of Conversion or Continuation shall be irrevocable. (b) The applicable Disbursement Agent shall promptly notify each Lender in the applicable Facility of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no conversion in whole or in part of Variable Rate Loans to Fixed Rate Loans and no continuation in whole or in part of Fixed Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Fixed Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing External Rate Loans). (c) If, within the time period required under the terms of this Section 2.11, the applicable Disbursement Agent does not receive a Notice of Conversion or Continuation from any Borrower containing a permitted election to continue any Fixed Rate Loan owing by it for an additional Interest Period or, to the extent permitted herein, to convert all any such Fixed Rate Loans or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall if such notice cannot be made ondelivered in compliance with clause (b) above, and only onthen, upon the last day expiration of the LIBOR applicable Interest Period applicable thereto. Period, (iii) Adjusted Alternate Base in the case of Eurodollar Rate Advances shall continue as Adjusted Alternate Base Loans, such Eurodollar Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance Loans shall be automatically converted into an Adjusted Alternate to Base Rate Advance unless Loans with an aggregate principal amount equal to the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end aggregate principal amount of such LIBOR Interest PeriodEurodollar Rate Loan on the date of such conversion and (ii) in the case of Australian ▇▇▇▇ Rate Loans, such Advance either continue Australian ▇▇▇▇ Rate Loans shall be automatically continued as an Advance Australian ▇▇▇▇ Rate Loan with (A) if such notice cannot be delivered in compliance with clause (b) above, an Interest Period of such type for one month and (B) otherwise, the same or another LIBOR Interest Period. (iiid) Notwithstanding anything At any time (i) after the occurrence and during the continuance of any Event of Default, the Administrative Agent may (and, upon the request of the Requisite AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY Australian Dollar Lenders or upon the acceleration of the Australian Dollar Loans pursuant to Section 9.2 (Remedies), shall) and (ii) upon the replacement of any Australian Dollar Loan by a Base Rate Loan or a Loan made in Dollars pursuant to this Agreement the Administrative Agent shall demand that each Revolving Credit Lender pay to the contrary contained Administrative Agent, for the account of the Australian Dollar Lenders, in Sections 2.11(g)(ithe manner provided in clause (e) or below, such Revolving Credit Lender's Ratable Portion of the Australian Dollar Outstandings at such time (g)(iior, in the case of a replacement of only some of the Australian Dollar Loans, the Australian Dollar Outstandings at such time relating to such Australian Dollar Loans), no Advance may which demand shall be converted into a LIBOR Advance or continued as a LIBOR Advance (except with made through the consent Administrative Agent, shall be in writing and shall specify the outstanding principal amount and interest of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuingAustralian Dollar Loans demanded to be paid. (ive) The Borrower Each demand referred to in clause (d) above shall give be delivered to each Revolving Credit Lender (or, in cases where clause (d) above does not require a demand from the Borrower, a similar notice prepared by the Administrative Agent), together with a statement prepared by the Administrative Agent irrevocable notice setting forth in reasonable detail the Australian Dollar Outstandings subject to such demand, and, whether or not the conditions set forth in Sections 3.2 (a "Conversion/Continuation Notice"Conditions Precedent to Each Loan and Letter of Credit) of and 2.1 (a) (The Commitments) shall be satisfied (which conditions the Revolving Credit Lenders hereby irrevocably waive), each conversion of an Advance or continuation of a LIBOR Advance not later than Revolving Credit Lender shall, before 11:00 a.m. (Chicago New York time) on the Business Day immediately preceding next succeeding the date of such Revolving Credit Lender's receipt of such demand, make available to the requested conversionAdministrative Agent, in immediately available Dollars for the case account of the Australian Dollar Lenders, its Ratable Portion of the Australian Dollar Outstandings subject to such demand. Upon such payment by a conversion into an Adjusted Alternate Base Rate AdvanceRevolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Revolving Dollar Loan to the Borrower owing such Australian Dollar Loans in the principal amount of such payment. The Administrative Agent shall forward such payments by the Revolving Credit Lenders (or 11:00 a.m. cause such payments to be forwarded) to the Australian Dollar Lenders to repay the Australian Dollar Loans subject to such demand. To the extent that any Revolving Credit Lender fails to make such Ratable Portion available to the Administrative Agent for the account of the Australian Dollar Lender, the Borrower agrees to pay such Ratable Portion on demand in immediately available Dollars for the benefit of the Australian Dollar Lenders (Chicago time) at least three (3) Business Days prior as payment for the Australian Dollar Loans subject to such demand). As of the date of any such demand, the requested conversion Australian Dollar Loans (together with any interest then accrued thereon) shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid hereunder, the Borrowers agree, as a separate and independent obligation, to pay to the Australian Agent, for the account of any Australian Dollar Lender entitled thereto, any amounts to which any Australian Dollar Lender may be entitled to pursuant to Section 2.14(e) (Breakage Costs) or continuationSection 11.13 (Currency of Payment) and which shall not otherwise have been repaid by the Revolving Credit Lenders pursuant to this Section 2.11 (Conversion and Continuation). (f) Upon the occurrence of an Event of Default under Section 9.1(f) (Events of Default), the Australian Dollar Outstandings shall (other than for purpose of Section 2.14(e) (Breakage Costs) and Section 11.13 (Currency of Payment)) automatically, immediately, and without notice of any kind, convert to Loans and other obligations made in Dollars and bearing interest at the rate applicable to Revolving Loans bearing interest based on the Base Rate, whereupon each Revolving Credit Lender shall AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY acquire, without recourse or warranty, an undivided participation in each Australian Dollar Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender's Ratable Portion of the Australian Dollar Outstandings corresponding to such Australian Dollar Loan, by paying to the Administrative Agent for the benefit of the Australian Dollar Lenders on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Australian Dollar Loan pursuant to clause (e) above, in immediately available funds, an amount equal to such Revolving Credit Lender's Ratable Portion of the case Australian Dollar Outstandings in respect of such Australian Dollar Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Administrative Agent on such date, each Australian Dollar Revolving Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at the Australian Short-Term Rate. As of the date of any such Event of Default under Section 9.1(f) (Events of Default), all Australian Dollar Loans and other Australian Dollar Outstandings shall, immediately and without further action, become due and payable and, to the extent not otherwise repaid hereunder, the Borrowers agree, as a conversion into separate and independent obligation, to pay to the Australian Agent, for the account of any Australian Dollar Lender entitled thereto, any amounts to which any Australian Dollar Lender may be entitled to pursuant to Section 2.14(e) (Breakage Costs) or continuation Section 11.13 (Currency of a ratable LIBOR Advance, specifying: (1Payment) the requested date (and which shall be not have otherwise been paid by the Revolving Credit Lenders pursuant to this Section 2.11 (Conversion and Continuation). (g) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Business DayRevolving Loan pursuant to clause (e) above with respect to any Australian Dollar Loan or (ii) purchases an undivided participation interest in an Australian Dollar Loan pursuant to clause (f) above, the Administrative Agent, the Australian Agent and each Australian Dollar Lender shall promptly distribute to such Revolving Credit Lender such Revolving Credit Lender's Ratable Portion of all payments of principal amount and interest received by the Administrative Agent, the Australian Agent or such Australian Dollar Lender on account of such conversion Australian Dollar Loan in excess of those received pursuant to clause (e) or continuation; (2f) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable theretoabove.

Conversion and Continuation. (i) The Borrower may elect may, from time to time and on the condition that no Default or Event of Default shall have occurred and be continuing, on any Business Day, upon delivery of a Notice of Conversion/Continuation given to the Agent not later than 10:00 A.M. (San Francisco time) on the third Business Day (or, in the case of Alternative Currency Advances, the fifth Business Day) prior to the date of the proposed Conversion or Continuation and subject to the other provisions of Section 2.05 and this Section 2.112.06, to convert all (i) continue Committed Advances of the same Interest Type and Interest Period and comprising the same Committed Borrowing as Committed Advances of such Interest Type or any part (ii) Convert such Committed Advances, if such Committed Advances are denominated in Dollars, into Committed Advances of a ratable Advance into any other type of Advanceanother Interest Type denominated in Dollars; provided PROVIDED, HOWEVER, that any conversion Conversion of a ratable LIBOR Advance any Eurocurrency Rate Committed Advances into Committed Advances of another Interest Type shall be made on, and only on, the last day of the LIBOR an Interest Period applicable thereto. (ii) Adjusted Alternate Base for such Eurocurrency Rate Committed Advances; and, PROVIDED, FURTHER, that Eurocurrency Rate Committed Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are denominated in an Alternative Currency may not be converted into ratable LIBOR another Alternative Currency and may only be continued as Eurocurrency Rate Committed Advances pursuant to denominated in such Alternative Currency. Each such Notice of a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless in writing or by telecopier or telephone (and if by telephone, confirmed immediately by telecopier), and delivered or given to the Borrower Agent within the time period specified above, and shall have given specify (i) the Administrative Agent a date of such Conversion/Continuation, (ii) the Committed Advances to be Converted/Continued, and (iii) if such Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting thatis into Eurocurrency Rate Committed Advances, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent duration of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of Interest Period for each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in such Advance. In the case of a conversion into Notice of Conversion/Continuation relating to Eurocurrency Rate Committed Advances in an Adjusted Alternate Base Rate AdvanceAlternative Currency, or 11:00 a.m. the Agent shall, at the request of the applicable Borrower, use its best efforts to notify the Borrower as to an indicative interest rate with respect to such proposed Continuation/Conversion by 9:00 A.M. (Chicago San Francisco time) at least three (3) the fourth Business Days Day prior to the date of such Continuation/Conversion, and such Borrower may, by notice to the requested conversion or continuation, in Agent not later than 10:00 A.M. (San Francisco time) on the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) fourth Business Day preceding the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount proposed Continuation/Conversion, withdraw such Notice of Continuation/ Conversion and type submit a new Notice of the Advance Continuation/ Conversion not denominated in an Alternative Currency, and if so withdrawn prior to such time, Borrower shall not be converted or continued; and (3) the amounts and type(s) of Advance(s) into obligated to pay any costs which such Advance is to might otherwise be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.payable pursuant to

Conversion and Continuation. The Borrowers shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 p.m., Chicago time, one Business Day prior to conversion, to convert any LIBOR Advance into a Prime Advance, (b) not later than 11:00 a.m., Chicago time, three Business Days prior to conversion or continuation, to convert any Prime Advance into a LIBOR Advance or to continue any LIBOR Advance as a LIBOR Advance for an additional Interest Period, and (c) not later than 11:00 a.m., Chicago time, three Business Days prior to conversion, to convert the Interest Period with respect to any LIBOR Advance to another permissible Interest Period, subject in each case to the following: (i) Borrower may elect each conversion shall be effected by each of the Lenders by recording for the account of such Lender the continued Advance of such Lender resulting from such conversion and reducing the Advance being converted by an equivalent principal amount; accrued interest on any Advance (or portion thereof) being converted shall be paid by the Borrowers at the time to time, subject to the other provisions of this Section 2.11, to convert all or conversion; (ii) if any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, is converted at a time other than the last day end of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given pay, upon demand, any amounts due to the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period.Lenders pursuant to subsection 2.5(c); (iii) Notwithstanding anything any portion of an Advance maturing or required to the contrary contained be repaid in Sections 2.11(g)(i) or (g)(ii), no Advance less than one month may not be converted into a LIBOR Advance or continued as a LIBOR Advance with an Interest Period ending after the date such repayment is required; (except with the consent iv) any portion of a LIBOR Advance that cannot be converted into or continued as a LIBOR Advance by reason of the Required Lendersimmediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Advance into a Prime Advance; (v) when no Interest Period may be selected for any Monetary LIBOR Advance that would end later than the Maturity Date; and (vi) upon notice to the Borrowers from the Administrative Agent, after the occurrence and during the continuance of a Default or Event of Default has occurred Default, (A) no outstanding Advance may be converted into, or continued as, a LIBOR Advance, and (B) unless repaid, each LIBOR Advance shall be converted to a Prime Advance at the end of the Interest Period applicable thereto. Each notice pursuant to this Section 2.8 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Advance that the Borrowers request be converted or continued, (ii) whether such Advance is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance to be converted to or continuation of continued as a LIBOR Advance not later than 11:00 a.m. or a Prime Advance, (Chicago timeiii) on the Business Day immediately preceding if such notice requests a conversion, the date of the requested conversion, in the case of a such conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3iv) the amounts and type(s) of Advance(s) into which if such Advance is to be converted to or continued and, in the case of as a conversion into or continuation of a ratable LIBOR Advance, the duration Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Advance, the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If the Borrowers shall not have given notice in accordance with this Section 2.8 to continue any Advance into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.8 to convert such Advance), such Advance shall, at the end of the LIBOR Interest Period applicable theretothereto (unless repaid pursuant to the terms hereof), automatically be continued into a new Interest Period as a Prime Advance.

Conversion and Continuation. Elections for Revolving Loan ----------------------------------------------------------- Borrowings. (a) The Company may, upon irrevocable written notice to the Agent under subsection (b) of this Section: (i) Borrower may elect from time to timeelect, subject to on any Business Day, in the other provisions case of this Section 2.11Base Rate Revolving Loans, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, on the last day of the applicable Interest Period, in the case of Adjusted CD Rate Revolving Loans or LIBOR Interest Period applicable thereto. Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than the Minimum Tranche) into Revolving Loans of another Type; or (ii) elect to renew on the last day of the applicable Interest Period any Revolving Loans having Interest Periods maturing on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, that if at any time the aggregate amount of Adjusted Alternate CD Rate -------- Revolving Loans or LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than the Minimum Tranche, such Loans shall automatically convert into Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless Revolving Loans, and until on and after such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until date the end right of the then applicable Company to continue such Loans as, and convert such Loans into, Adjusted CD Rate Revolving Loans or LIBOR Revolving Loans shall terminate, except that if and so long as each such ------ Revolving Loan shall be of the same Type and have the same Interest Period thereforas Revolving Loans comprising another Borrowing or other Borrowings, at which time each and the aggregate unpaid principal amount of all such Advance Loans of all such Borrowings shall be automatically converted into an Adjusted Alternate Base Rate Advance unless equal or exceed $10,000,000, the Borrower Company shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting thatright to continue all such Loans as, at the end or to convert all such Loans into, Revolving Loans of such LIBOR Interest Period, Type having such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (ivb) The Borrower Company shall give the Administrative Agent irrevocable notice (deliver a "Notice of Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance to be received by the Agent not later than 11:00 a.m. (Chicago Houston time) at least (i) one Business Day in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as Adjusted CD Rate Revolving Loans; (ii) three Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Revolving Loans; and (iii) on the Business Day immediately preceding Conversion/Continuation Date, if the date Revolving Loans are to be converted into Base Rate Revolving Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Revolving Loans to be converted or renewed; (C) the Type of Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Revolving Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any Adjusted CD Rate Revolving Loans or LIBOR Revolving Loans, the Company has failed to select timely a new Interest Period to be applicable to such Loans, the Company shall be deemed to have elected to convert such Loans into Base Rate Revolving Loans. (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 under this Section, 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 Revolving Loans held by each Bank with respect to which the notice was given. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Revolving Loan converted into or continued as an Adjusted CD Rate Revolving Loan or a LIBOR Revolving Loan with an Interest Period exceeding one month (in the case of a conversion into an Adjusted Alternate Base Rate Advance, LIBOR Revolving Loan) or 11:00 a.m. 30 days (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a an Adjusted CD Rate Revolving Loan). (f) After giving effect to any conversion into or continuation of a ratable LIBOR AdvanceRevolving Loans, specifying: there may not be more than (1i) the requested date (which shall be a Business Day) four different Interest Periods in effect in respect of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; all Adjusted CD Rate Revolving Loans together then outstanding and (3ii) the amounts and type(s) four different Interest Periods in effect in respect of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable all LIBOR Advance, the duration of the LIBOR Interest Period applicable theretoRevolving Loans together then outstanding.

Conversion and Continuation. (ia) Borrower may elect from time to timeEach Base Rate Loan shall automatically, subject without delivery of any Notice of Conversion (and without regard to the other provisions of this minimum amounts set forth in Section 2.112.02 above), to convert all or any part of be converted into a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, Eurodollar Loan on the last first day of the LIBOR next Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(ivnotice of its intention to (i) requesting that, at the end of prepay such LIBOR Interest Period, Base Rate Loan on or before such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) first day or (g)(ii)ii) continue such Base Rate Loan as a Base Rate Loan, provided that no Advance Base Rate Loan may be converted into to a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) Eurodollar Loan when any Monetary Default or an Event of Default has occurred and is continuing. (ivb) The Each Eurodollar Loan shall be continued as such for consecutive additional Interest Periods unless Borrower shall give the Administrative Agent irrevocable notice have given a timely Notice of Conversion with respect thereto pursuant to paragraph (a "Conversion/Continuation Notice"c) of each conversion this Section 2.03 or unless Borrower shall have given notice of its intention to prepay such Eurodollar Loan on or before the first day of any such additional Interest Period; provided that (i) no Eurodollar Loan may be continued as such when an Advance or Event of Default has occurred and is continuing and (ii) if such continuation of is not permitted pursuant to the preceding clause (i), such Eurodollar Loan shall be automatically converted to a LIBOR Advance not later than 11:00 a.m. (Chicago time) Base Rate Loan on the Business Day immediately preceding the date last day of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. then expiring Interest Period. (Chicago timec) at least three (3) Business Days prior Borrower may elect from time to time to convert Loans from one Type to the date other Type, by delivering to Lender a Notice of Conversion (which Notice to be effective on the requested conversion or continuation, date must be received by Lender by the time prescribed in the case Section 2.02 for receipt of a conversion into or continuation Notice of Borrowing for a ratable LIBOR Advance, specifying: Loan of the Type being converted to); provided that (1i) the requested date (which shall be a Business Day) of any such conversion or continuation; of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, and (2ii) the amount and type of the Advance to no Base Rate Loan may be converted or continued; into a Eurodollar Loan when an Event of Default has occurred and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable theretocontinuing.

Conversion and Continuation. (i) The Borrower may elect may, from time to time --------------------------- and on the condition that no Default or Event of Default shall have occurred and be continuing, on any Business Day, upon delivery of a Notice of Conversion/Continuation given to the Agent not later than 10:00 A.M. (San Francisco time) on the third Business Day (or, in the case of Alternative Currency Advances, the fifth Business Day) prior to the date of the proposed Conversion or Continuation and subject to the other provisions of Section 2.05 and this Section 2.112.06, to convert all (i) continue Committed Advances of the same Interest Type and Interest Period and comprising the same Committed Borrowing as Committed Advances of such Interest Type or any part (ii) Convert such Committed Advances, if such Committed Advances are denominated in Dollars, into Committed Advances of a ratable Advance into any other type of Advanceanother Interest Type denominated in Dollars; provided provided, however, that any conversion -------- ------- Conversion of a ratable LIBOR Advance any Eurocurrency Rate Committed Advances into Committed Advances of another Interest Type shall be made on, and only on, the last day of the LIBOR an Interest Period applicable thereto. (ii) Adjusted Alternate Base for such Eurocurrency Rate Committed Advances; and, provided, -------- further, that Eurocurrency Rate Committed Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are denominated in an Alternative ------- Currency may not be converted into ratable LIBOR another Alternative Currency and may only be continued as Eurocurrency Rate Committed Advances pursuant to denominated in such Alternative Currency. Each such Notice of a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless in writing or by telecopier or telephone (and if by telephone, confirmed immediately by telecopier), and delivered or given to the Borrower Agent within the time period specified above, and shall have given specify (i) the Administrative Agent a date of such Conversion/Continuation, (ii) the Committed Advances to be Converted/Continued, and (iii) if such Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting thatis into Eurocurrency Rate Committed Advances, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent duration of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of Interest Period for each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in such Advance. In the case of a conversion into Notice of Conversion/Continuation relating to Eurocurrency Rate Committed Advances in an Adjusted Alternate Base Rate AdvanceAlternative Currency, or 11:00 a.m. the Agent shall, at the request of the applicable Borrower, use its best efforts to notify the Borrower as to an indicative interest rate with respect to such proposed Continuation/Conversion by 9:00 A.M. (Chicago San Francisco time) at least three (3) the fourth Business Days Day prior to the date of such Continuation/Conversion, and such Borrower may, by notice to the requested conversion or continuationAgent not later than 10:00 A.M. (San Francisco time) on the fourth Business Day preceding the date of such proposed Continuation/Conversion, withdraw such Notice of Continuation/ Conversion and submit a new Notice of Continuation/ Conversion not denominated in an Alternative Currency, and if so withdrawn prior to such time, Borrower shall not be obligated to pay any costs which might otherwise be payable pursuant to Section 2.06(c) in connection with the Borrower's failure to so Continue; provided, however, the failure of the Agent to so notify the -------- ------- Borrower shall not relieve such Borrower of any of its obligations hereunder, including its obligation to Continue such Eurocurrency Rate Committed Advances on the date of the Continuation specified in such Notice of Continuation/Conversion; and provided, further, notwithstanding anything to the -------- ------- contrary, in no event shall the Agent have any liability to any Borrower for failing to notify a Borrower of the interest rate on or prior to 9:00 A.M. such fourth Business Day preceding such date of Conversion or Continuation. In the case of a conversion into or continuation Notice of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance Conversion/Continuation with respect to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued andEurocurrency Rate Committed Advances denominated in an Alternative Currency, in the case event any Lender notifies the Agent that it is no longer able to continue such Advance in an Alternative Currency (whether due to changes in the interbank market or changes in funding capabilities of such Lender, including, without limitation, changes due to such Lender's decision to close a conversion into funding office or continuation not to book loans in such Alternative Currency), such Lender shall notify the Agent of a ratable LIBOR Advance, such fact no later than the duration later of (x) 10:00 A.M. (San Francisco time) on the fourth Business Day preceding the requested effective date of such Continuation or (y) one hour after being notified by the Agent of the LIBOR Interest Period applicable theretorelevant Notice of Conversion/Continuation. The Agent shall promptly notify the other Lenders and the Borrower of the receipt of any such notice and the relevant Notice of Conversion/Continuation shall be deemed to be withdrawn by the relevant Borrower. The Borrower shall not be obligated to pay any costs which might otherwise be payable pursuant to Section 2.06(c) in connection with any Notice of Conversion/Continuation withdrawn or deemed withdrawn, in accordance with this paragraph.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section SECTION 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section SECTION 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section SECTION 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for an additional LIBOR Interest Period of the same or another LIBOR Interest Perioddifferent duration. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(iithis SECTION 2.11(g), no Advance may be converted into a LIBOR Advance or continued (following the end of a LIBOR Interest Period) as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto. (v) Agent shall provide each Lender by facsimile with a copy of each Conversion/Continuation Notice as soon as practicable after receipt, and if timely received by Agent in accordance with SECTION 2.11(g)(iv) above, Agent shall provide same by 4:00 p.m. (Chicago time) on the same Business Day it is received.

Conversion and Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert at any time all or any part of any Loan equal to $1,000,000 and integral multiples of $250,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall Loan may only be made on, and only on, converted on the last day expiration of the LIBOR Interest Period applicable thereto.to such LIBOR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) Adjusted Alternate Base Rate Advances upon the expiration of any Interest Period applicable to any LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $250,000 in excess of that amount as a LIBOR Loan. (b) The Borrower shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to deliver a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given to the Administrative Agent no later than noon (New York City time) on the date of the proposed conversion date (in the case of a conversion to an ABR Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a LIBOR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Loans (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be bound to effect a conversion or continuation in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Periodtherewith. (iiic) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii)the foregoing, no Advance may be converted into conversion in whole or in part to a LIBOR Advance or continued as Loan shall be permitted at any time at which (i) a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has shall have occurred and is continuingbe continuing or (ii) the continuation of, or conversion into, a LIBOR Loan would violate any provision of Sections 2.15 or 2.16. (ivd) The Borrower If a Default or Event of Default shall give have occurred and be continuing, LIBOR Loans shall automatically convert to ABR Loans upon the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date expiration of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section SECTION 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section SECTION 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate a Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section SECTION 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for an additional LIBOR Interest Period of the same or another LIBOR Interest Perioddifferent duration. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii)this SECTION 2, no Advance may be converted into a LIBOR Advance or continued (following the end of a LIBOR Interest Period) as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate a Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto. (v) Administrative Agent shall provide each Lender by facsimile with a copy of each Conversion/Continuation Notice as soon as practicable after receipt, and if timely received by Administrative Agent in accordance with Section 2.11(g)(iv) above, Administrative Agent shall provide same by 4:00 p.m. (Chicago time) on the same Business Day it is received.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section SECTION 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section SECTION 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section SECTION 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for an additional LIBOR Interest Period of the same or another LIBOR Interest Perioda different duration. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii)this SECTION 2, no Advance may be converted into a LIBOR Advance or continued (following the end of a LIBOR Interest Period) as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "ConversionCONVERSION/Continuation NoticeCONTINUATION NOTICE") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate a Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower The Company may elect from time to time, subject to the other provisions of this Section 2.11Sections 2.3(a), 2.9 and 2.10 and the Lending Sublimits to convert all or any part of any Advance (other than a ratable Advance Bid Loan or Discount Advance) into any other a different type of Advance; , provided that any conversion of a ratable LIBOR any such Eurodollar Advance shall be made on, and only on, the last day of the LIBOR applicable Eurodollar Interest Period. Discount Advances and Bid Loans are payable on the last day of the applicable Discount Loan Period applicable theretoor Bid Loan period and may be repaid out of new Advances hereunder but may not be converted directly to a different type of Advance. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate the same type of Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower different form of Advance in accordance with Section 2.11(g)(iv)the terms hereof. Ratable LIBOR Federal Funds Advances shall continue as Federal Funds Advances unless and until (a) such Advances are converted into a different form of Advance in accordance with the terms hereof or (b) the Company has paid any such Federal Funds Advance prior to 10:00 a.m. (Chicago time) on any Business Day or given the Agent written notice before 10:00 a.m. (Chicago time) on any Business Day that such Federal Funds Advance will be repaid on such Business Day. Overnight Transaction Advances and Swingline Buydown Advances shall continue as Overnight Transaction Advances and Swingline Buydown Advances, respectively, unless and until (a) such Advances are converted into a different form of Advance in accordance with the terms hereof or (b) the Company or a Borrowing Subsidiary, as applicable, has paid any such Overnight Transaction Advance or Swingline Buydown Advance prior to 3:00 p.m. (Chicago time) on any Business Day or given the Agent written notice before 3:00 p.m. (Chicago -45- 52 time) on any Business Day that such Overnight Transaction Advance or Swingline Buydown Advance will be repaid on such Business Day. If the Company so notifies the Agent that it will be paying a Federal Funds Advance, Overnight Transaction Advance or Swingline Buydown Advance on any Business Day and fails to do so, such Advance shall be converted into an Alternate Base Rate Advance. Eurodollar Advances shall continue until the end of the then then-applicable LIBOR Eurodollar Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance to a Federal Funds Advance, unless the Borrower Company shall have given the Administrative Agent a Conversion/Continuation Notice notice in accordance with Section 2.11(g)(iv2.12(iii) requesting that, at the end of such LIBOR Eurodollar Interest Period, such Advance either continue as an a Eurodollar Advance for a specified Eurodollar Interest Period or be converted to a different type of such type for the same or another LIBOR Interest PeriodAdvance. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower Company shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Alternate Base Rate Advance, a Federal Funds Advance, a Swingline Buydown Advance or an Overnight Transaction Advance or conversion or continuation of a LIBOR Eurodollar Advance not later than 11:00 (i) 10:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into a Federal Funds Advance, Alternate Base Rate Advance, Overnight Transaction Advance or Swingline Buydown Advance, or (ii) 11:00 a.m. (Chicago time) at least three Business Days prior to the date of the requested conversion into or continuation of a ratable LIBOR AdvanceEurodollar Loan, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts amount and type(s) of Advance(s) into which such Advance is to be converted or continued continued; and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.112.10, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Corporate Base Rate Advances shall continue as Adjusted Alternate Base Corporate Rate Advances unless and until such Adjusted Alternate Corporate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv2.10(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Corporate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv2.10(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i2.10(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Majority Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Corporate Base Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11section 2.C., to convert all or any part of a ratable an Advance into any other type of Advance; provided that any conversion of a ratable any LIBOR Rate Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Prime Rate Advances shall continue as Adjusted Alternate Base Prime Rate Advances unless and until such Adjusted Alternate Base Prime Rate Advances are converted into ratable LIBOR Rate Advances pursuant to a Conversion/Continuation Notice (as defined below) from Borrower in accordance with Section 2.11(g)(ivsection 2.C.(7)(iv). Ratable LIBOR Rate Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base a LIBOR Rate Advance (based on a LIBOR Interest Period of one month) unless the Borrower shall have given the Administrative Agent Bank a Conversion/Continuation Notice in accordance with Section 2.11(g)(ivsection 2.C.(7)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance be converted to a Prime Rate Advance or either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(isections 2.C.(7)(ii) or (g)(ii7) (iv), no Advance may be converted into a Prime Rate Advance or LIBOR Rate Advance or continued as a LIBOR Rate Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent Bank irrevocable notice (a "Conversion/Continuation NoticeNote") of each conversion of an Advance or continuation of a LIBOR Rate Advance not later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base a Prime Rate Advance, or 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Rate Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Rate Advance, the duration of the LIBOR Interest Period applicable thereto.

Conversion and Continuation. (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto. (ii) Adjusted Alternate Base Rate Advances shall continue as Adjusted Alternate Base Rate Advances unless and until such Adjusted Alternate Base Rate Advances are converted into ratable LIBOR Advances pursuant to a Conversion/Continuation Notice from Borrower in accordance with Section 2.11(g)(iv). Ratable LIBOR Advances shall continue until the end of the then applicable LIBOR Interest Period therefor, at which time each such Advance shall be automatically converted into an Adjusted Alternate Base Rate Advance unless the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice in accordance with Section 2.11(g)(iv) requesting that, at the end of such LIBOR Interest Period, such Advance either continue as an Advance of such type for the same or another LIBOR Interest Period. (iii) Notwithstanding anything to the contrary contained in Sections 2.11(g)(i) or (g)(ii), no Advance may be converted into a LIBOR Advance or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Monetary Default or Event of Default has occurred and is continuing. (iv) The Borrower shall give the Administrative Agent irrevocable notice (a "“Conversion/Continuation Notice"”) of each conversion of an Advance or continuation of a LIBOR Advance not later than 11:00 a.m. (Chicago New York time) on the Business Day immediately preceding the date of the requested conversion, in the case of a conversion into an Adjusted Alternate Base Rate Advance, or 11:00 a.m. (Chicago New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a ratable LIBOR Advance, specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and type of the Advance to be converted or continued; and (3) the amounts and type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a ratable LIBOR Advance, the duration of the LIBOR Interest Period applicable thereto.