Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent nor telephonic notice by the required time of any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith proposed conversion/continuation under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company provided that Administrative Agent shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, receive a Notice of Conversion/Continuation for conversion toto confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to effect a conversion or continuation in accordance therewitheach Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the (i) Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Term Revolving Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or and (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day of with an Interest Period applicable theretoof one month. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6F and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only --------- ------- be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los A.M. (Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above- described Notice of Conversion/Continuation, Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Tranche A Term Loans, Tranche B Term Loans or Term Revolving Loans equal to $3,000,000 2,500,000 and integral multiples of $100,000 250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or and (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $3,000,000 2,500,000 and integral multiples of $100,000 250,000 in excess of that amount amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day of with an Interest Period applicable theretoof one month. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (Boston, Massachusetts time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Chase Co-Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Neither the Chase Co-Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject (a) The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Subsection 2.5(b) elect, as of subsection 2.6any Business Day, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to the Prime Rate Loans, in either case in a minimum amount of $3,000,000 250,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis thereof, into LIBOR Loans; or (ii) upon elect, as of the expiration last day of any the applicable Interest Period applicable to a Eurodollar Rate LoanPeriod, to continue all any LIBOR Loans having Interest Periods expiring on such day or any portion of such Loan equal to $3,000,000 part thereof, in either case in the minimum amount and in integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanspecified above; provided, however, that a Eurodollar if at any time the aggregate amount of LIBOR Loans in respect of any LIBOR Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $250,000 such LIBOR Loan shall at the Lender’s election convert into Prime Rate Loan may only be converted Loans, and on and after such date the right of the Borrower to convert such Loans into a Base Rate Loan on LIBOR Loans shall terminate. (b) Whenever the last day of an Interest Period applicable thereto. The Company Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Conversion/Continuation to Continuation, signed by an authorized officer or signatory of the Agent Borrower (i) no later than 9:00 a.m.(Los Angeles time11:00 a.m. (Pacific Time) on one (1) Business Day in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into Prime Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability Borrower fails to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, provide a Notice of Conversion/Continuation for conversion toany LIBOR Loans as provided above, or continuation of, a Eurodollar such Loans shall convert to Prime Rate Loan Loans on the last day of the Interest Period therefor. (c) Any Notice of Conversion/Continuation made pursuant to this Section 2.5 shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company 2.2 (A) Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to LIBOR Loans bearing interest at a rate determined by reference to an alternative basis or (ii2) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $3,000,000 500,000 and integral multiples multiplies of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into or (b) convert all or any portion of such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the last day of an the Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toLoan to be continued or converted; provided that no outstanding Loan may be continued as, or a continuation -36- 44 ofbe converted into, a Eurodollar Rate LIBOR Loan). A Notice , when any Event of Conversion/Continuation shall specify Default or Default has occurred and is continuing. (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, ; and (v5) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the Notice of Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(E); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Neither the Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, 2.2(E) and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans by Lenders in accordance with this Agreement pursuant to any such notice the Company telephonic notice, Borrower shall have effected a such conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Index Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Managing Agent no later than 9:00 a.m.(Los Angeles 3:00 P.M. (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Index Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, of a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above- described Notice of Conversion/Continuation, Borrower may give Managing Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Managing Agent on or before the proposed conversion/continuation date. Promptly upon receipt by Managing Agent of any Notice of Conversion/Continuation pursuant to this subsection 2.2D (or telephonic notice in lieu thereof), Managing Agent shall notify each Lender of the proposed conversion or continuation. Neither the Managing Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Managing Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans Against Imports equal to $3,000,000 1,000,000 and integral multiples of $100,000 500,000 in excess of that amount (or such amount of Loans Against Imports of the type converted as is then outstanding) from Loans Against Imports bearing interest at a rate determined by reference to one basis to Loans Against Imports bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (San Francisco time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuationcontinuation under this subsection 2.2D, (iv) in the case of a conversion to, Administrative Agent shall promptly transmit such notice by telefacsimile or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingtelephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans Against Imports in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (ia) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or basis, in each case in the minimum amount of $1,000,000 and integral multiples of $1,000,000 and (iib) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to in the minimum amount of $3,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date of any Loan. With respect to any LIBOR Loan, (in a) if Borrower fails to deliver a Notice of Conversion/Continuation as described above, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an interest period of one month on the case last day of a conversion tothe then-expiring Interest Period; provided that if such continuation is not permitted under the terms of this Agreement, then clause (b) of this subsection 2.2D(ii) shall apply, or (b) if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a continuation -36- 44 of, a Eurodollar Base Rate Loan). Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its their outstanding Revolving Loans or Term Loans equal to $3,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to SOFR Loans bearing interest at a rate determined by reference to an alternative basis (or vice versa) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate SOFR Loan, to continue all or any portion of such Loan equal to $3,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate SOFR Loan may only be converted into a Base Rate Loan on the last day of an for another permissible Interest Period applicable theretoPeriod. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 9:00 a.m.(Los Angeles 1:00 p.m. (New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate SOFR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Type and type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan, the requested Interest Period, Period and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Each conversion or continuance shall be made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.2D to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.2D to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Base Rate Loan. If the Borrower fails to specify the Type of Loan the applicable Borrowing is to be converted into or continued as, then the applicable Borrowing shall be deemed to have been requested to be converted into or continued as a Base Rate Loan. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice notice, the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, Sections 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate any SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Revolving LIBOR Rate Loans or Term to Base Rate Loans equal to $3,000,000 and integral multiples at the end of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or then-current LIBOR Period therefor, (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to a Eurodollar Rate Loan, to continue all or any a portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanthe Loans; provided, however, that a Eurodollar (A) except as provided in SECTION 4.03, LIBOR Rate Loan Loans may only be converted into a Base Rate Loan Loans only on the last day of an Interest the LIBOR Period applicable theretothereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Revolving Advances extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01 (e), and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. The Company Each such extension or conversion shall deliver be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 9:00 a.m.(Los Angeles prior to 1:00 p.m., New York City time) , on the proposed conversion third Business Day prior to the date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed extension or conversion/continuation date (, substantially in the case form of a conversion toExhibit N-2 hereto, specifying (x) the date of the proposed extension or a continuation -36- 44 ofconversion, a Eurodollar Rate Loan)(y) the Revolving Advances to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company The Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar no more than five (5) LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithLoans outstanding at any one time.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Base Rate Loans to LIBOR Rate Loans in a minimum amount of Five Hundred Thousand Dollars ($500,000), (ii) to convert at any time all or Term any part of its outstanding LIBOR Rate Loans equal to Base Rate Loans in a minimum amount of One Hundred Thousand Dollars ($3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis 100,000), or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate LoanLoan in a minimum amount of Five Hundred Thousand Dollars ($500,000); provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) The Borrowers shall have the option (iA) to convert at any time (1) all or any part of its outstanding Revolving Base Rate Loans to Eurodollar Rate Loans or Term (2) all or any part of Eurodollar Rate Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Base Rate Loans; or (iiB) upon to continue all or any part of outstanding Eurodollar Rate Loans, having Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, (I) no portion of any Interest Period applicable to such outstanding Loan may be continued as (and shall be immediately converted into a Base Rate Loan), or be converted into, a Eurodollar Rate Loan (x) if the continuation of, or the conversion into, would violate any of the provisions of Section 9.4 or (y) if an Event of Default has occurred and is continuing, and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of this Section 9.3, in respect of a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted shall convert automatically into a Base Rate Loan on the last day final date of an the applicable Interest Period applicable thereto. The Company Period. (ii) To convert or continue a loan, the Borrowers shall deliver a Notice of Conversion/Continuation written notice to the Agent no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days business days in advance of the proposed conversion/continuation date (in date. Upon receipt of such request from Borrowers, the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)Agent shall forthwith give such notice to each Lender. A Notice of Conversion/Continuation Such notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Daybusiness day), (ii) the principal amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuationwhether such borrowing shall be converted and/or continued, (iv) in the case of a conversion toif applicable, or a continuation of, a Eurodollar Rate Loan, and the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any Any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan loan shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.. (e)

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (a) The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Base Rate Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or LIBOR Rate Loans, (ii) upon to convert all or any part of outstanding LIBOR Rate Loans to Base Rate Loans on the expiration date of any the Interest Period applicable to a Eurodollar such LIBOR Rate Loan, Loans or (iii) to continue all or any portion part of outstanding LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period on the expiration of the Interest Period applicable to such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of outstanding LIBOR Rate Loans; provided that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate no Loan may only be converted into a Base Rate Loan on continued at the last day end of an Interest Period applicable thereto. The Company as, or converted into, a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing if the Required Banks shall have notified the Borrower through the Agent Bank that LIBOR Rate Loans shall not be available during such period. (b) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver a an irrevocable Notice of Conversion/Conversion or Continuation to the Agent Bank no later than 9:00 a.m.(Los Angeles 10:00 A.M., New York City time, (i) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Conversion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and type Type of the Loan to be converted/converted or continued, (iiiy) the nature whether a conversion or continuation is requested, and if a conversion, into what Type of the proposed conversion/continuation, Loan and (ivz) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Conversion or Continuation for conversion tounder this Section 2.10, or continuation of, the Agent Bank shall provide each Bank with a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithcopy thereof.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Revolving Base Rate Loans to LIBOR Rate Loans; (B) to convert all or Term any part of outstanding LIBOR Rate Loans equal having LIBOR Interest Periods which expire on the same date to $3,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding LIBOR Rate Loans having LIBOR Interest Periods which expire on the same date as LIBOR Rate Loans, and the succeeding LIBOR Interest Period of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loancontinued Loans, shall commence on such expiration date; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar LIBOR Rate Loan may only (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.2 or (ii) if an Event of Default or Potential Event of Default has occurred and is continuing. Any conversion into or continuation of LIBOR Rate Loans under this Section 4.1(c) shall be converted in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess of that amount, except in the case of a conversion into or a Base Rate Loan on the last day continuation of an Interest Period applicable thereto. The Company entire Borrowing of Non Pro Rata Loans outstanding at any one time. (i) To convert or continue a Loan under Section 4.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (Boston time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Conversion/ Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested LIBOR Interest Period. In lieu of delivering a Notice of Conversion/ Continuation, and the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/ continuation by the time required under this Section 4.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 p.m. (vBoston time) in on the case same day. Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 4.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 4.1(c)(ii) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to outstanding LIBOR Rate Loans, upon the expiration of the LIBOR Interest Period applicable thereto, such Loans shall automatically be converted to Base Rate Loans. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall be deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such LIBOR Loan requesting a Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term which are Base Rate Loans in an amount equal to $3,000,000 the applicable Minimum Amount to Loans denominated in Dollars and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis the Adjusted Offshore Rate, (ii) to convert all or any part of its outstanding Term Loans bearing interest at a rate determined by reference or Revolving Loans which are Offshore Rate Loans denominated in Dollars to Base Rate Loans upon the expiration of the Interest Period applicable to such Offshore Rate Loans, (iii) to continue all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars in an alternative basis amount equal to the applicable Minimum Amount upon the expiration of the Interest Period applicable to such Offshore Rate Loans, or (iiiv) upon the expiration of any Interest Period applicable to a Eurodollar Rate an Offshore Currency Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount the applicable Minimum Amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar an Offshore Rate Loan may only be converted into a Base Rate Loan on denominated in the last day of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles timesame Offshore Currency. (i) on the proposed conversion date (in the case of a conversion to a Base Rate Loan, at least one Business Day in advance of the proposed conversion date, (ii) and in the case of a conversion to, or a continuation of, an Offshore Rate Loan denominated in Dollars, at least three Business Days in advance of the proposed conversion/continuation date date, and (iii) in the case of a conversion tocontinuation of Offshore Currency Loans, or a at least five Business Days in advance of the proposed continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Administrative Agent on or before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender, including, if applicable, Offshore Currency Funding Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.1F, 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6., ------------ the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 200,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 200,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither Further, the Agent nor any Lender submission by the Borrower of a Notice of Conversion/Continuation shall incur any liability to constitute a re-certification by the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf Borrower, as of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation date of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as to the case may be, hereundermatters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B. and 2.6G2.6.C., a Notice of --------------- ------ Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Chase Co-Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/conversion/ continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Neither the Chase Co-Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Base Rate Loans equal to $3,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount to Eurodollar Rate Loans, (ii) to convert at any time all or any part of its outstanding Eurodollar Rate Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Base Rate Loans, or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 8:30 A.M. (Pacific time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or or, to Company's Best Knowledge (following the reasonable exercise of diligence appropriate for the circumstance in question by the officers of the Company executing such certificate), no Potential Event of Default has occurred and is continuing. In lieu of delivering the above- described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administra tive Agent on or before the proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith consistent with commercial banking practices to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (ia) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or basis, in each case in the minimum amount of $1,000,000 and integral multiples of $1,000,000 and (iib) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to in the minimum amount of $3,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans, Synthetic Letter of Credit Loans or Term Revolving Loans equal to the Dollar Equivalent of $3,000,000 2,500,000 and integral multiples of the Dollar Equivalent of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan or a BA Loan, to continue all or any portion of such Loan equal to the Dollar Equivalent of $3,000,000 2,500,000 and integral multiples of the Dollar Equivalent of $100,000 500,000 in excess of that amount as a Eurodollar LIBOR Rate Loan or a BA Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan and a BA Loan may only be converted into a Canadian Prime Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or a Canadian Prime Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan or a BA Loan). A In lieu of delivering a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall promptly notify each applicable Lender of the applicable basis for determining Loan subject to the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrowers shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 9:00 a.m.(Los Angeles 1:00 p.m. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Conversion/Continuation Notice, the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person Person authorized to act on behalf of the Company Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $3,000,000 5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 2:00 P.M. (New York City time) on at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall promptly notify each Lender of the applicable basis for determining Loan subject to the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. (a) Subject to the -------------------------- provisions of subsection 2.6Section 2.07, the Company on any Payment Date or Interest Payment Date, as ------------ applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans, from Base Rate Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a Eurodollar Base Rate Loan, Loans; and (iii) to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a Eurodollar Rate LoanLIBOR Loans; provided, however, that a Eurodollar Rate Loan no -------- ------- outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing. (b) Whenever a Base Rate Loan on the last day of an Interest Period applicable thereto. The Company Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to the Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 9:00 a.m.(Los Angeles 10:00 a.m. (New York time) on three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation pursuant to this Section 2.06(b), or a continuation ofthe Administrative --------------- Agent shall notify the Lenders by telecopy, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer telephone or other person authorized to act on behalf similar form of transmission, of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any Revolving LIBOR Loans or Term as provided above, such Loans in accordance shall, on the last day of the Interest Period with this Agreement pursuant respect to any such notice the Company shall have effected a conversion or continuationLoans, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan Loans made pursuant to this Section 2.06 shall be irrevocable on and after the related Interest Rate Determination Date, ------------ and the Company applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Acquisition Loans or Term Loan or Revolving Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an the alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that (y) a Eurodollar Rate Loan may only be converted --------- ------- into a Base Rate Loan on the last day expiration date of an Interest Period applicable theretothereto and (z) no Loan may be converted from a Base Rate Loan to Eurodollar Rate Loan during the Initial Period. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) The Borrower shall have the -------------------------- option (iA) at any time, to convert at any time all or any part of its outstanding Revolving Prime Rate Loans or Term Loans equal to $3,000,000 and integral multiples LIBOR Loans; (B) on the last day of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable thereto, (1) to a Eurodollar convert all or any part of outstanding LIBOR Loans to Prime Rate LoanLoans, to or (2) continue all or any portion part of outstanding LIBOR Loans as LIBOR Loans, and the succeeding Interest Period of such Loan equal to $3,000,000 and integral multiples continued LIBOR Loans shall commence on last day of $100,000 in excess of that amount as a Eurodollar Rate Loanthe then current Interest Period; provided, however, that a Eurodollar Rate no outstanding Loan may only be continued as, or be converted into into, a Base Rate LIBOR Loan on if (x) the last day continuation of, or the conversion into, would violate any of the provisions of this Section 2.4 or (y) an Interest Period applicable thereto. The Company Event of Default or Default has occurred and is continuing. (ii) To convert or continue all or any part of any Loan under Section 2.4(a)(i), the Borrower shall deliver a Notice of Conversion/Continuation (a "Notice of Conversion/Continuation") to the Agent Bank no later than 9:00 a.m.(Los 11:00 a.m. (Los Angeles time) on the proposed conversion date at least (x) one Business Day in the case of the conversion into a conversion to a Base Prime Rate LoanLoan or (y) and at least three (3) Business Days in the case of conversion into or continuation as a LIBOR Loan, advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the principal amount of the Loan to be converted or continued, (B) the proposed conversion/continuation date (which shall be a Business Day), (iiC) the amount and type of whether the Loan to shall be converted/converted or continued, and (iii) the nature of the proposed conversion/continuation, (ivD) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Bank telephonic notice of any proposed conversion/continuation by the time required under this Section, and (v) such notice shall be confirmed in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability writing delivered to the Company Bank promptly (but in acting upon any notice referred to above that no event later than 3:00 p.m. (Los Angeles time) on the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereundersame day). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate any Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Company Borrower shall have the option at any time (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Subject to the next following paragraph, Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles A.M. (Pacific time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither Unless Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a duly authorized officer or other Person authorized to borrow on behalf of Borrower, in which case Borrower shall confirm such request by delivering promptly a Notice of Borrowing with respect to such Loan in person or by telecopier to Administrative Agent. Borrower and Lenders may enter a memorandum of understanding that sets forth specific procedures for such telephonic requests; if Lenders comply with the procedures set forth in such memorandum (or if no such memorandum is entered), neither Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any such telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.8 and the limitation on the number of Interest Periods contained in subsection 2.2(B)(8), the Company Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii2) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided that LIBOR Rate Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the last day expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Event of Default or Default has occurred and is continuing; and provided, further, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the First Amendment Date. The Company Borrower shall deliver a fully and properly completed Notice of Conversion/Continuation to the Agent Lender no later than 9:00 a.m.(Los 11:00 A.M. (Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (date. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(E); provided that such notice shall be promptly confirmed in the case writing by delivery of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) to Lender on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingdate. Neither the Agent nor any Lender shall not incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder2.2(E). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.8(D), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce given, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Lender shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), the Company Borrower shall have the option to (i) to convert at any time all or any part of its any outstanding Revolving Loans or Term Loans equal to or greater than $3,000,000 and integral multiples of $100,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to or greater than $3,000,000 and integral multiples of $100,000 in excess of that amount 1,000,000 as a Eurodollar Rate LoanLIBOR Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that a Eurodollar Rate Loan LIBOR Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the last day expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and PROVIDED, FURTHER, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (Chicago, Illinois time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation -36- 44 of, a Eurodollar Rate Loan)of any LIBOR Loans. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, (iv4) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v5) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(C); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Neither the Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder2.2(C). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.2(D)(4), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce given, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Company Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Revolving Loans or Term Loans equal to $3,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount from Daily Rate Loans bearing interest at a rate determined by reference to one basis to Fixed Rate Loans bearing interest at a rate determined by reference to an alternative basis in the same currency (or vice versa) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Fixed Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Fixed Rate Loan may only be converted into a Base Rate Loan on in the last day of an same currency for another permissible Interest Period applicable theretoPeriod. The Company Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 9:00 a.m.(Los Angeles 1:00 p.m. (New York time) on the proposed conversion date (in the case of a conversion to a Base Daily Rate 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 -36- 44 of, a Eurodollar Fixed Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Type and type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Fixed Rate Loan, the requested Interest Period, Period and (v) in the case of a conversion to, or a continuation of, a Eurodollar Fixed Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrowers may give the Administrative Agent nor telephonic notice by the required time of any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith proposed conversion/continuation under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any ; provided that such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided be promptly confirmed in subsections 2.6B, 2.6C and 2.6G, writing by delivery of a Notice of Conversion/Continuation for conversion to, to the Administrative Agent on or before the proposed conversion/continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.date. Each conversion

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding outstand- ing Revolving Loans or Term Loans equal made to $3,000,000 and integral multiples of $100,000 in excess of that amount the Borrower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the Borrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate LoanLoan made to the Borrower, to continue all or any portion of such LIBOR Rate Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan, and the succeeding Interest Period of such continued LIBOR Rate Loan shall commence on the last day of the current Interest Period with respect thereto; provided, however, provided however that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an the Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:30 A.M. (Louisville, Kentucky time) on the same Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give the Banks telephonic notice by the required time of any proposed conversion/continuation under this Section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Con- tinuation to the Agent on or before the proposed conver- sion/continuation date. Neither the Agent nor any Lender the Bank shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf an Authorized Officer of the Company Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such notice telephonic notice, the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6G2.6F hereof, a Notice of ConversionConver- sion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, Date and the Company Borrower shall be bound to effect a the conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Revolving Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles time11:00 A.M. (Eastern Standard Time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or and (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanamount; provided, however, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Eurodollar Rate Notice of Conversion/Continuation with respect to such LIBOR Loan may only in accordance with this subsection 2.2D, Borrower shall be converted into deemed to have given a Base Rate timely Notice of Conversion/Continuation electing to continue such LIBOR Loan on the last day of as a LIBOR Loan with an Interest Period applicable theretoof one month. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (New York, New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000500,000 and integral multiples of $100,000 1,000,000100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,500,000500,000 and integral multiples of $100,000 1,000,000100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan or a conversion to, or a continuation -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, or Borrower shall not have given notice in accordance with this Section 2.2D to continue any LIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have selected an Interest Period of one month with respect to the applicable Loan. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6this Section 2.4.3. and Sections 2.4.2. and 2.11., the Company Borrower shall have the option (ia) at any time, to convert at any time all or any part of its outstanding Revolving Base Rate Loans to LIBOR Rate Loans, (b) on the last day of the Interest Period applicable thereto, to (i) convert all or Term any part of its outstanding LIBOR Rate Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or Base Rate Loans, (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of its LIBOR Rate Loans as Loans of the same Type, or (iii) to convert all or any part of its outstanding LIBOR Rate Loans to LIBOR Rate Loans of another Type; provided that, in the case of clause (a), (b) (ii) or (b)(iii), there does not exist a Default or an Event of Default at such time. If a Default or an Event of Default shall exist upon the expiration of the Interest Period applicable to any LIBOR Rate Loan, such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as automatically shall be converted into a Eurodollar Base Rate Loan. If the Borrower elects to convert or continue a Loan under this Section 2.4.3., it shall deliver to the Agent a Notice of Continuation/Conversion substantially in the form of Exhibit E-3, duly completed and executed by a Responsible Officer (a "Notice of Continuation/Conversion"), (a) not later than 11:00 a.m. (California time) at least three LIBOR Business Days before the proposed conversion or continuation date, if the Borrower proposes to convert into, or to continue, a LIBOR Rate Loan, and (b) otherwise not later than 11:00 a.m. (California time) on the Business Day next preceding the proposed conversion or continuation date. In lieu of delivering a Notice of Continuation/Conversion, the Borrower, through a Responsible Officer, may give the Agent telephonic notice of any proposed continuation or conversion by the time a Notice of Continuation/Conversion would be required to be delivered and containing all information required therefor; provided, however, that a Eurodollar Rate Loan may only such notice shall be converted into a Base Rate Loan on the last day confirmed in writing by delivery of an Interest Period applicable thereto. The Company shall deliver a Notice of ConversionContinuation/Continuation Conversion to the Agent no later than 9:00 a.m.(Los Angeles time) on or before the proposed continuation or conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any The Lender Parties shall incur any no liability to the Company Borrower or the other Lender Parties in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Responsible Officer or for otherwise acting in good faith under this subsection 2.2D, Section 2.4.3. and upon conversion in converting or continuation of the applicable basis for determining the interest rate with respect to continuing any Revolving Loans Loan (or Term Loans in accordance with this Agreement a part thereof) pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereundertelephonic notice. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, (or continuation of, a Eurodollar Rate Loan telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a convert or continue in accordance therewith. If any request for the conversion or continuation of a Loan is not made in accordance therewithwith this Section 2.4.3., or if no notice is so given with respect to a LIBOR Rate Loan as to which the Interest Period expires, then such Loan automatically shall be converted into a Base Rate Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither Further, the Agent nor any Lender submission by the Borrower of a Notice of Conversion/Continuation shall incur any liability to constitute a re-certification by the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf Borrower, as of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation date of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as to the case may be, hereundermatters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B and 2.6G2.6.C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding AXELs or Revolving Loans or Term Loans equal to at least $3,000,000 and integral multiples of $100,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to at least $3,000,000 and integral multiples of $100,000 in excess of that amount 1,000,000 as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. In lieu of EXECUTION delivering the above-described Notice of Conversion/Continuation, and (v) Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in the case writing by delivery of a conversion toNotice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingtelephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6B and 2.6G2.6C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans the same type of Loan bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate an ABR Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither Further, the Agent nor any Lender submission by the Borrower of a Notice of Conversion/Continuation shall incur any liability to constitute a re-certification by the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf Borrower, as of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation date of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as to the case may be, hereundermatters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B and 2.6G2.6.C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Company Borrower shall have the option at any time (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Subject to the next following paragraph, Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles A.M. (Pacific time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither Unless Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a duly authorized officer or other Person authorized to borrow on behalf of Borrower, in which case Borrower shall confirm such request by delivering promptly a Notice of Borrowing with respect to such Loan in person or by telecopier to Administrative Agent. Borrower and Lenders may enter a memorandum of understanding that sets forth specific procedures for such telephonic requests; if Lenders comply with the procedures set forth in such memorandum (or if no such memorandum is entered), neither Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any such telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Conversion/ Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject (a) The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Section 2.5(b) elect, as of subsection 2.6any Business Day, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to the Base Rate Loans, in either case in a minimum amount of $3,000,000 500,000 and in integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis thereof, into LIBOR Loans; or (ii) upon elect, as of the expiration last day of any the applicable Interest Period applicable to a Eurodollar Rate LoanPeriod, to continue all any LIBOR Loans having Interest Periods expiring on such day or any portion of such Loan equal to $3,000,000 part thereof, in either case in the minimum amount and in integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanspecified above; provided, however, that a Eurodollar Rate (a) if at any time the aggregate amount of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $500,000 such LIBOR Loan shall automatically convert into a Base Rate Loan Loans, and on and after such date the last day right of an Interest Period applicable thereto. The Company the Borrower to convert such Loans into LIBOR Loans, as the case may be shall terminate and (b) there shall be no more than six (6) LIBOR Loans outstanding at any one time. (b) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Continuation/Conversion/Continuation to , signed by an Authorized Officer of the Agent Borrower: (i) no later than 9:00 a.m.(Los Angeles 11:00 a.m. (Pacific time) on two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify specify: (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability Borrower fails to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, provide a Notice of ConversionContinuation/Continuation Conversion for conversion toany LIBOR Loans as provided above, or continuation of, a Eurodollar such Loans shall convert to Base Rate Loan Loans on the last day of the Interest Period therefor. (c) Any Notice of Continuation/Conversion made pursuant to this Section 2.5 shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Paragraph 4 hereof, the Company Borrower shall have the option (i1) to convert at any time all or any part (but not part) of its the outstanding Revolving Loans or Term Loans equal balance of the Loan from the Prime Rate Option to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis the LIBO Rate Option; or (ii2) to convert at any time all (but not part) of the outstanding balance of the Loan from the LIBO Rate Option to the Prime Rate Option; or (3) upon the expiration of any Interest Period applicable to a Eurodollar Rate LoanPeriod, to continue all or any portion (but not part) of such the Loan equal to $3,000,000 under the LIBO Rate Option, and integral multiples the succeeding Interest Period of $100,000 in excess the continued Loan shall commence on the expiration date of that amount as a Eurodollar Rate Loanthe Interest Period applicable thereto; provided, however, that a Eurodollar Rate the Loan may only not be continued at, or be converted into a Base into, the LIBO Rate Option when any Event of Default has occurred and is continuing. (b) In the event the Borrower shall elect to convert or continue the Loan on under this Paragraph 2(ii), the last day of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent Lender no later than 9:00 a.m.(Los Angeles 12:00 NOON (New York, New York time) (1) on the proposed conversion date (date, in the case of a conversion to a Base the Prime Rate LoanOption, and (2) and at least three on the Business Day which is two Business Days in advance of the proposed conversion/continuation date (date, in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar at the LIBO Rate Loan)Option. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), ) and (iiB) the amount and type proposed interest rate option. In lieu of delivering the Loan above-described Notice of Conversion/Continuation, the Borrower may give the Lender telephonic notice of any proposed conversion/continuation by the time required under this Paragraph 2(ii)(b); provided, however, that such notice shall be confirmed in writing by delivery to be converted/continued, the Lender promptly (iii) the nature of but in no event later than the proposed conversion/continuation, (ivcontinuation date) in of a Notice of Conversion/Continuation. In the case event the Borrower fails to provide the Lender with the requisite Notice of Conversion/Continuation for a conversion to, or a continuation of, a Eurodollar Rate the Loan, the requested Interest Period, and (v) in the case of a conversion said Loan shall automatically be converted to, or a continuation ofcontinue at, a Eurodollar the LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Option. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate the Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis the other basis; provided that any such conversion of Prime Rate Loans into LIBOR Rate Loans shall be in amounts of $1,000,000 and integral multiples of $500,000 in excess thereof or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar LIBOR Rate LoanLoan having a particular Interest Period; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Prime Rate Loan on (i) the last day expiration date of an Interest Period applicable theretothereto or (ii) any other date, provided that Company reimburses Agent for all costs incurred pursuant to subsection 2.7D herein. The There shall be no more than seven LIBOR Rate Loans outstanding at any time. Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 2:00 p.m. (Boston time) on the Business Day prior to the proposed conversion conversion/continuation date (in the case of a conversion to a Base Prime Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/conversion/ continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Agent facsimile or telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.3D; provided that such telephonic notice shall be immediately confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any facsimile or telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D2.3D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such facsimile or telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7B, 2.6C 2.7C and 2.62.7G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or facsimile or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D. Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no not later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall notify each Lender of any Loan subject to the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to Five Hundred Thousand Dollars ($3,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to Five Hundred Thousand Dollars ($3,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York, New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A In lieu of delivering a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall be a Business Day), (ii) the amount and type promptly transmit such notice by facsimile or telephone to each Lender of the Loan subject to be convertedthe Notice of Conversion/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingContinuation. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company telephonic notice, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Rate Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Rate Loan shall be deemed to be converted, on the last day of the then current Interest Period, into a Base Rate Loan and thereafter shall bear interest as such.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, -------- ------- that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (New York City time) on the same Business Day of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation no later than three Business Days prior to the proposed conversion date or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed -------- in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion/continuation date (in the case of a conversion to a Base Rate Loan or a conversion to, or a continuation -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, or Borrower shall not have given notice in accordance with this Section 2.2D to continue any LIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have selected an Interest Period of one month with respect to the applicable Loan. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person Person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate Loan shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles time) on 12:00 Noon at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent within one Business Day prior to the proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, the Company on any Payment Date or LIBOR Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans, from Base Rate Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a Eurodollar Base Rate Loan, Loans; and (iii) to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a Eurodollar Rate LoanLIBOR Loans; provided, however, that a Eurodollar Rate Loan no outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Base Rate Loan on Borrower’s Revolving Loans or Term Loans must be applied pro rata to such Borrower’s Revolving Loans or Term Loans, as applicable, according to the last day outstanding principal balance of an Interest Period applicable thereto. The Company such Revolving Loans or Term Loans. (b) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a written notice substantially in the form of that attached hereto as Exhibit H-2 (a “Notice of Conversion/Continuation to the Agent Conversion/ Continuation”), signed by an authorized officer of such Borrower (i) no later than 9:00 a.m.(Los Angeles 10:00 a.m. (New York time) on three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation pursuant to this Section 2.06(b), the Administrative Agent shall notify the Revolving Lenders or a continuation ofTerm Lenders, a Eurodollar Rate Loanas applicable, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer telecopy, telephone or other person authorized to act on behalf similar form of transmission, of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any Revolving LIBOR Loans or Term as provided above, such Loans in accordance shall, on the last day of the Interest Period with this Agreement pursuant respect to any such notice the Company shall have effected a conversion or continuationLoans, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan Loans made pursuant to this Section 2.06 shall be irrevocable on and after the related Interest Rate Determination Date, and the Company applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Base Rate Loans equal to $3,000,000 2,000,000 and integral multiples of $100,000 10,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference the Base Rate to one basis to Revolving Loans bearing interest at LIBOR, plus the Pricing Margin; (ii) to convert at any time all or any part of its outstanding LIBOR Loans equal to $500,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans bearing interest at LIBOR to Revolving Loans bearing interest at the Base Rate (PROVIDED that any LIBOR Loan remaining after the partial conversion of a rate determined by reference LIBOR Loan to a Base Rate Loan permitted under this clause (ii) shall be of an alternative basis amount equal to at least $2,000,000) or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 2,000,000 and integral multiples of $100,000 10,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate LIBOR Loan may only not be converted into a Base Rate Loan except on the last day expiration date of an Interest Period applicable thereto. The Swing Line Loans may not be converted into LIBOR Loans. Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:30 a.m. (California time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/ continuation date. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2DCompany, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.6A, 2.6C 2.6B and 2.6G2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewiththerewith or, in the event Company retracts the applicable Notice of Conversion/Continuation prior to the conversion to or continuation of such LIBOR Loan, to pay such amounts as shall be payable under subsection 2.6C if such conversion or continuation does not occur as the result of such retraction.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that if a Eurodollar Rate LIBOR Loan may only be is converted into a Base Rate Loan on a date other than the last day expiration date of an the Interest Period applicable thereto, subsection 2.6D shall apply. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 1:00 P.M. (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan), as applicable. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 1:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender but not later than two Business Days prior to the Funding Date of a LIBOR Loan and one Business Day prior to the Funding Date of a Base Rate Loan. Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above- described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6this Agreement, the Company Borrower shall have the option (iA) as of any date to convert at any time all or any part of its outstanding Revolving Loans Base Rate Portion, if any, into one or Term Loans equal more LIBO Rate Portions; (B) as of the last day of its applicable Interest Period, to $3,000,000 and integral multiples convert all or any part of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference LIBO Rate Portion to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Base Rate Portion on such expiration date; or (iiC) upon as of the expiration last day of any Interest Period applicable to a Eurodollar Rate LoanPeriod, to continue all or any portion part of a LIBO Rate Portion, and, in the case of clauses (B) and (C) of this paragraph, the succeeding Interest Period of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar continued LIBO Rate LoanPortion shall commence on such expiration date; provided, however, that a Eurodollar Rate Loan no outstanding portion of the Revolving Loans may only be continued as, or be converted into, a LIBO Rate Portion (i) if the continuation of, or the conversion into such LIBO Rate Portion, would violate any of the provisions of Section 3.1(1)(A)(v) of this Schedule or (ii) if as of such date a Base Default or an Event of Default would occur or has occurred and is continuing. (b) To convert or continue a LIBO Rate Loan on the last day of an Interest Period applicable theretoPortion under this Section 3.1(I)(A)(iii). The Company Borrower shall deliver a Notice of Conversion/Continuation Continuation, in the form of Exhibit A attached hereto and incorporated herein by this reference, to the Agent Lender no later than 9:00 a.m.(Los 10:00 a.m. (Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type of the Loan principal portion of the Revolving Loans to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (vC) in the case whether such portion shall be converted and/or continued. In lieu of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, delivering a Notice of Conversion/Continuation, Borrower may give Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 3.l(I)(A)(iii), and such notice shall be confirmed in writing delivered to Lender promptly (but in no event later than 3:00 p.m. (Los Angeles time) on the same Business Day). Any Notice of Conversion/Continuation for conversion to, delivered by Borrower (or continuation of, a Eurodollar Rate Loan telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Datewhen given pursuant to this clause (b) (whether given in writing or by telephone), and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Revolving LIBOR Rate Loans or Term to Base Rate Loans equal to $3,000,000 and integral multiples at the end of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or then-current LIBOR Period therefor, (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to a Eurodollar Rate Loan, to continue all or any a portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanthe Loans; provided, however, that a Eurodollar (A) except as provided in SECTION 4.03, LIBOR Rate Loan Loans may only be converted into a Base Rate Loan Loans only on the last day of an Interest the LIBOR Period applicable theretothereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. The Company Each such extension or conversion shall deliver be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 9:00 a.m.(Los Angeles prior to 1:00 p.m., New York City time) , on the proposed conversion third Business Day prior to the date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed extension or conversion/continuation date (, substantially in the case form of a conversion toExhibit N-2 hereto, specifying (x) the date of the proposed extension or a continuation -36- 44 ofconversion, a Eurodollar Rate Loan)(y) the Loans to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company The Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar no more than five (5) LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithLoans outstanding at any one time.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto; and provided further, however, that Tranche B Term Loans may not be converted to or continued as Eurodollar Rate Loans during the period commencing on and including the Effective Date and ending on October 15, 1997, inclusive. The Company shall deliver a Notice of Conversion/Continuation to the Chase Co- Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/conversion/ continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/ continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Neither the Chase Co-Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) Each Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Revolving Base Rate Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis LIBO Rate Loans; or (iiB) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loancontinued Loans shall commence on such expiration date; provided, however, that (I) no portion of any outstanding Loan may be continued as (and shall be immediately converted into a Eurodollar Base Rate Loan), or be converted into, a LIBO Rate Loan may only be converted (x) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (y) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the last day final date of an the applicable LIBO Rate Interest Period applicable thereto. The Company Period. (ii) To convert or continue a Loan under Section 4.01(c)(i), each Borrower shall deliver a Notice of Conversion/Continuation to the Funding Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the identity of the Borrower delivering such notice, (B) the proposed conversion/continuation date (which shall be a Business Day), (iiC) the principal amount and type of the Loan to be converted/continued, (iiiD) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivE) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, the requested LIBO Rate Interest Period. In lieu of delivering a Notice of Conversion/Continuation, such Borrower may give the Funding Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Funding Agent promptly (vbut in no event later than 5:00 p.m. (New York time) in on the case same day). Promptly after receipt of a conversion toNotice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Funding Agent shall notify each Lender by telex or telecopy, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company such Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.5, the Company Borrower shall have the option (i) to continue or to convert at any time or all or any part outstanding Loans from one type of its outstanding Revolving Loans or Term Loans equal Loan to $3,000,000 and integral multiples another type of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar provided (a) conversions of LIBOR Rate Loans to Base Rate Loans shall be subject to the provisions of subsection 2.5D; and (b) no Loan may only be converted into a LIBOR Rate Loan at any time that an Event of Default has occurred and is continuing. A Base Rate Loan on shall continue as a Base Rate Loan until converted to a LIBOR Rate Loan, or until such Loan is paid in full or matures. A LIBOR Rate Loan shall continue as a LIBOR Rate Loan until converted to a Base Rate Loan, or until such Loan is paid in full or matures. If Borrower wishes to convert a LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a LIBOR Rate Loan, or to change the last day of an Interest Period applicable thereto. The Company for a LIBOR Rate Loan as of the end of the Interest Period for such LIBOR Rate Loan, Borrower shall deliver a Notice of Conversion/Continuation Conversion to the Agent no later than 9:00 a.m.(Los Angeles 2:00 p.m. (Hawaii time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation Conversion shall specify (i) the date of the proposed conversion/continuation date conversion (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion toto a LIBOR Rate Loan, or a continuation of, a Eurodollar change in the Interest Period for such LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or to a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion, Borrower may give Agent telephonic notice by the required time of any proposed conversion under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion to Agent on or before the proposed conversion date. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or Borrower for otherwise acting in good faith under accordance with this subsection 2.2D, or in accordance with instructions given pursuant to this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company Agreement, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.5B, 2.6C 2.5C and 2.62.5G, a Notice of Conversion/Continuation Conversion for conversion to, or continuation of, to a Eurodollar LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewiththerewith unless Borrower pays to Lenders such amounts as may be due under subsection 2.5D for failure of a conversion to any LIBOR Rate Loan to occur on the date specified therefor in the Notice of Conversion.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no not later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall notify each Lender of any Loan subject to the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving LIBOR Rate Loans or Term to Base Rate Loans equal to $3,000,000 and integral multiples at the end of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or then-current LIBOR Period therefor, (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to a Eurodollar Rate Loan, to continue all or any a portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loanthe Loans; provided, however, that a Eurodollar (A) except as provided in SECTION 4.03, LIBOR Rate Loan Loans may only be converted into a Base Rate Loan Loans only on the last day of an Interest the LIBOR Period applicable theretothereto unless the Borrower agrees to pay all amounts due pursuant to SECTION 4.02, (B) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for a LIBOR Period of one month; and (D) no Base Rate Loans may be converted to LIBOR Rate Loans if any Event of Default is then continuing. The Company Each such extension or conversion shall deliver be effected by the Borrower by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 9:00 a.m.(Los Angeles prior to 1:00 p.m., New York City time) , on the proposed conversion third Business Day prior to the date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed extension or conversion/continuation date (, substantially in the case form of a conversion toExhibit N-2 hereto, specifying (x) the date of the proposed extension or a continuation -36- 44 ofconversion, a Eurodollar Rate Loan)(y) the Loans to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company The Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar no more than ten (10) LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithLoans outstanding at any one time.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans a Loan bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an the alternative basis or (ii) upon the expiration of any an Interest Period applicable to a Eurodollar Rate LoanLoan bearing interest at the LIBOR Rate, to continue all or any portion of such a Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent Lender no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. Neither In lieu of delivering the Agent nor above-described Notice of Conversion/Continuation, Borrower may give Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Lender on or before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Lender shall not incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans a Loan in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6G2.7(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection SECTION 2.6, the Company Borrower shall have the option (iA) to convert at any time all or any part of its the outstanding Revolving Loans or Term Loans equal to $3,000,000 and 5,000,000 or a greater integral multiples multiple of $100,000 in excess of that amount 1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (iiB) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan (together with other Loans) equal to $3,000,000 and 5,000,000 or a greater integral multiples multiple of $100,000 in excess of that amount 1,000,000 as a Eurodollar Rate Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (Dallas, Texas time) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuation, (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (vE) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this SECTION 2.2(d); PROVIDED THAT such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. (iii) Neither the Administrative Agent nor any Lender shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2DSECTION 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. . (iv) Except as otherwise provided in subsections 2.6BSECTIONS 2.6(b), 2.6C 2.6(c), and 2.6G2.6(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.. CREDIT AGREEMENT

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 3 million and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBO Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 3 million and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar LIBO Rate Loan; provided, however, that (i) a Eurodollar LIBO Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBO Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent nor telephonic notice by the required time of any Lender proposed conversion/continuation under this subsection 2.2D; provided that such notice shall incur be promptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith proposed conversion/continuation under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any Administrative Agent shall promptly transmit such notice the Company shall have effected a conversion by telefacsimile or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound telephone to effect a conversion or continuation in accordance therewitheach Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the (i) Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Tranche A Term Loans, Tranche B Term Loans or Term Revolving Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or and (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar Rate Loanamount; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on if, upon the last day expiration of an any Interest Period applicable thereto. The to any LIBOR Loan, Company shall deliver have failed to give a Notice of Conversion/Continuation with respect to the such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period of one month. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing; PROVIDED however, that during the Delayed Draw Term B Loan Period, Company may only request Tranche B Term Loans be converted to or continued as Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the telephonic notice, Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Revolving LIBOR Rate Loans or Term to Base Rate Loans equal to $3,000,000 and integral multiples at the end of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or then-current LIBOR Period therefor, (ii) upon to convert Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue the expiration of any Interest LIBOR Period applicable to a Eurodollar Rate Loan, to continue all or any a portion of such the Term Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LoanB Obligations; provided, however, that a Eurodollar (A) except as provided in SECTION 4.03, LIBOR Rate Loan Loans may only be converted into a Base Rate Loan Loans only on the last day of an Interest the LIBOR Period applicable theretothereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Term Loan B Obligations extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01, and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. The Company Each such extension or conversion shall deliver be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 9:00 a.m.(Los Angeles prior to 1:00 p.m., New York City time) , on the proposed conversion third Business Day prior to the date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed extension or conversion/continuation date (, substantially in the case form of a conversion toExhibit N-2 hereto, specifying (x) the date of the proposed extension or a continuation -36- 44 ofconversion, a Eurodollar Rate Loan)(y) the Term Loan B Obligations to be so extended or converted, (z) the types of Term Loan B Obligations into which such Term Loan B Obligations are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. A Each Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithirrevocable.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6SECTION 4.5, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 200,000 in excess of that amount from a Reference Rate Loan to a LIBOR Rate Loan; (ii) to convert all or any part of its outstanding Loans bearing interest at equal to $1,000,000 and integral multiples of $200,000 in excess of that amount from a rate determined by reference LIBOR Rate Loan to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Reference Rate Loan on the expiration date of any Interest Period applicable thereto; or (iiiii) upon the expiration of any the Interest Period applicable with respect to a Eurodollar any LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 200,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar Rate and the succeeding Interest Period(s) of such continued Loan may only be converted into a Base Rate Loan shall commence on the last day expiration date of an the Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to ; PROVIDED, HOWEVER, that, notwithstanding the Agent foregoing, no later than 9:00 a.m.(Los Angeles time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion tooutstanding Loan may be continued as, or a continuation -36- 44 ofbe converted into, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential when any Event of Default or Unmatured Event of Default has occurred and is continuing. (b) In the event Borrower shall elect to convert or continue a Loan under SECTION 4.4(A), Borrower shall deliver to Lender a Notice of LIBOR Activity by 10:00 A.M., Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the proposed conversion/continuation date. Neither Upon conversion or continuation by Lender in accordance with this Agreement pursuant to any Notice of LIBOR Activity, Borrower shall have effected the Agent nor any conversion/continuation of Loans hereunder. (c) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower shall also be authorized to request a conversion/continuation on behalf of Borrower. Lender shall not incur any liability to the Company Borrower in acting upon any oral notice referred to above that the Agent which Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or such other obligor or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a SECTION 4.4. (d) Any Notice of Conversion/Continuation LIBOR Activity for conversion to, or continuation of, a Eurodollar Rate Loan (including any such oral notice) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (a) Subject to the other provisions of subsection 2.6hereof, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Base Rate Loans or Term Loans equal which comprise part of the same Borrowing to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or LIBO Rate Loans, (ii) upon to convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date of any the Interest Period applicable to a Eurodollar Rate Loanthereto, or (iii) to continue all or any portion part of such Loan equal to $3,000,000 and integral multiples outstanding LIBO Rate Loans which comprise part of $100,000 in excess the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration of the Interest Period applicable thereto; PROVIDED that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar (A) no Base Rate Loan may only be converted into a Base LIBO Rate Loan on at any time during the last day first two days after the Closing Date and (B) no Loan may be continued as, or converted into, a LIBO Rate Loan when any Default or Event of an Interest Period applicable thereto. The Company Default has occurred and is continuing. (b) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to the Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M., New York City time, (i) on at least three (3) Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBO Rate Loan). A Notice of Conversion/Conver- sion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and type of the Loan to be converted/converted or continued, (iiiy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (ivz) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Conversion or Continuation for conversion tounder this Section 2.10(b), or continuation of, a Eurodollar Rate Loan the Agent shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithprovide each Bank notice thereof.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis (provided that any Loan being converted to a Eurodollar Rate Loan shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles time) on 12:00 pm at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Administrative Agent within one Business Day prior to the proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, the Company on any Payment Date or ------------ Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans, from Base Rate Loans to LIBOR Loans; (ii) to convert any of its outstanding Loans from LIBOR Loans to Base Rate Loans; and (iii) to continue any portion of such LIBOR Loans as LIBOR Loans; provided, -------- however, that no outstanding Loans may be converted into, or continued as, LIBOR ------- Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Borrower's Revolving Loans or Term Loans equal must be applied pro rata to $3,000,000 and integral multiples such Borrower's Revolving Loans or Term Loans, as applicable, according to the outstanding principal balance of $100,000 such Revolving Loans or Term Loans. (b) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in excess the form of that amount from Loans bearing interest at attached hereto as Exhibit H-2 ----------- (a rate determined "Notice of Conversion/ Continuation"), signed by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion authorized officer of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent Borrower (i) no later than 9:00 a.m.(Los Angeles 10:00 a.m. (New York time) on three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation pursuant to this Section 2.06(b), the Administrative --------------- Agent shall notify the Revolving Lenders or a continuation ofTerm Lenders, a Eurodollar Rate Loanas applicable, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer telecopy, telephone or other person authorized to act on behalf similar form of transmission, of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any Revolving LIBOR Loans or Term as provided above, such Loans in accordance shall, on the last day of the Interest Period with this Agreement pursuant respect to any such notice the Company shall have effected a conversion or continuationLoans, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a convert to Base Rate Loans. (c) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan Loans made pursuant to this Section 2.06 shall be irrevocable on and after the related Interest Rate Determination Date, ------------ and the Company applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to (i) vided, however, no such outstanding Loan may be continued as, or be converted ----- ------- into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of subsection 2.6, the Company Section 4.02 or (ii) if an Event of ------------ Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 4.01(c) shall have the option (i) to convert at any time all or any part --------------- be in a minimum amount of its outstanding Revolving Loans or Term Loans equal to $3,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or amount. (ii) upon To convert or continue a Loan under Section 4.01(c)(i), the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day of an Interest Period applicable thereto. The Company ------------------ Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in date; provided, -------- however, that any Notice of Conversion/Continuation delivered on the Tender ------- Offer Funding Date or the Merger Funding Date, as the case of may be, may be delivered until 1:00 p.m. (New York time) with respect to a conversion toproposed to be effective three (3) Business Days after the Tender Offer Funding Date or the Merger Funding Date, or a continuation -36- 44 of, a Eurodollar Rate Loan)as the case may be. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrowers may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 4.01(c)(ii), and such notice shall be confirmed in writing ------------------- delivered to the Administrative Agent promptly (vbut in no event later than 5:00 p.m. (New York time) in on the case same day). Promptly after receipt of a conversion toNotice of Conversion/ Continuation under this Section 4.01(c)(ii) (or telephonic notice in ------------------- lieu thereof), the Administrative Agent shall notify each Lender by telex or telecopy, or a continuation ofother similar form of transmission, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loan or Revolving Loans or Term Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 1:00 P.M. (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrowers fail to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrowers shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan), as applicable. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither In lieu of delivering the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a above-described Notice of Conversion/Continuation for conversion toContinuation, or Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.under this subsection 38 CREDIT AGREEMENT

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Revolving Base Rate Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis LIBO Rate Loans; or (iiB) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loancontinued Loans shall commence on such expiration date; provided, however, that (I) no portion of any outstanding Loan may be continued as (and shall be immediately converted into a Eurodollar Base Rate Loan), or be converted into, a LIBO Rate Loan may only be converted if (x) such continuation or conversion would violate any of the provisions of Section 4.02 or (y) an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the last day final date of an the applicable LIBO Rate Interest Period applicable thereto. The Company Period. (ii) To convert or continue a Loan under Section 4.01(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Funding Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (New York time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan)date. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/conversion or continuation date (which shall be a Business Day), (iiB) the principal amount and type of the Loan to be converted/converted or continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar LIBO Rate Loan, the requested LIBO Rate Interest Period. In lieu of delivering a Notice of Conversion/Continuation, and (v) in the case Borrower may give the Funding Agent telephonic notice of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon proposed conversion or continuation by the time required under this Section 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Funding Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Funding Agent shall notify each Lender by telex or telecopy, or other similar form of transmission, of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a proposed conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Company Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term B Loans, Supplemental Term Loans, LC Facility Loans or Term Revolving Loans equal to $3,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A In lieu of delivering a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall promptly notify each Lender of the applicable basis for determining Loan subject to the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or LIBOR Loans, (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Loan, to convert all or any part of its outstanding Revolving Loans from LIBOR Loans to Base Rate Loans, or (iii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto; provided, further, that Special Revolving Loans may not be converted into LIBOR Loans. The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A In lieu of delivering a Notice of Conversion/Continuation, the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to the Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation the Administrative Agent shall promptly notify each Lender of the applicable basis for determining Loan subject to the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans AXELs equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference Base Rate AXELs to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate AXELs or (ii) to convert at any time all or any part of its outstanding AXELs equal to $100,000 and integral multiples of $100,000 in excess of that amount from Eurodollar Rate AXELs to Base Rate AXELs upon the expiration of any Interest Period applicable to a Eurodollar Rate LoanAXEL, to continue all or any portion of such Loan Eurodollar Rate AXEL equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LoanAXEL; provided, however, that a Eurodollar Rate Loan 45 AXEL may only be converted into a Base Rate Loan AXEL on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanAXEL) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate LoanAXEL). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans AXELs in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan AXEL (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal made to $3,000,000 and integral multiples of $100,000 in excess of that amount the Bor- rower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the Borrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate LoanLoan made to the Borrower, to continue all or any portion of such LIBOR Rate Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan, and the succeeding Interest Period of such contin- ued LIBOR Rate Loan shall commence on the last day of the current Interest Period with re- spect thereto; provided, however, provided however that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest the Inter- est Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:30 A.M. (Louisville, Kentucky time) on the proposed conversion same Business Day in advance of the pro- posed conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of ConversionConver- sion/Continuation shall specify (i) the proposed pro- posed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above- described Notice of Conversion/Continuation, the Borrower may give the Banks telephonic notice by the required time of any proposed conversion/continuation under this Section 2.2(d); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Agent on or before the proposed conver- sion/continuation date. Neither the Agent nor any Lender the Bank shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf an Authorized Officer of the Company Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such notice telephonic notice, the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c) and 2.6G2.6(g) hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or tele- phonic notice in lieu thereof) shall be irrevocable irre- vocable on and after the related Interest Rate Determination Date, Date and the Company Borrower shall be bound to effect a the conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Term Loans or Term Revolving Loans equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no not later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). A In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation shall specify (i) to Administrative Agent on or before the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type date. Upon receipt of the Loan to be converted/continued, (iii) the nature written or telephonic notice of the any proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation Administrative Agent shall notify each Lender of any Loan subject to the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to effect a conversion or continuation in accordance therewithContinuation.

Conversion or Continuation. a. Subject to the provisions of subsection 2.6Subsection II.G, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount the Minimum Amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . b. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 12:00 Noon (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this Subsection II.B.4 is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. c. A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/conversion/ continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent nor telephonic notice by the required time of any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith proposed conversion/continuation under this subsection 2.2DSubsection II.B.4, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company provided that Administrative Agent shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, receive a Notice of Conversion/Continuation for conversion toto confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this Subsection II.B.4, Administrative Agent shall promptly transmit such notice by telefacsimile or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to effect a conversion or continuation in accordance therewitheach Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.62.7, the Company Borrower shall have the option (i) to convert at any time all or any part of its the outstanding Revolving Loans or Term Loans equal to $3,000,000 500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 10:00 A.M. (New York time) on at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.3(c); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to the Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.3(c), the Agent shall promptly transmit such notice by telefacsimile or telephone to each Bank. Neither the Agent nor any Lender Bank shall incur any liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2D2.3(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6G2.7(f), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 3.3, (i) the Company Borrowers shall have the option (i) to convert at any time all or any part of its the outstanding Post-Petition Revolving Loans or Term Loans equal to Loans, in a minimum amount of $3,000,000 5,000,000 and integral multiples of $100,000 5,000,000 in excess of that amount amount, from Base Rate Loans bearing interest to LIBOR Loans at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or any time; (ii) upon the Borrowers shall have the option to convert all or any part of the outstanding Post-Petition Revolving Loans from LIBOR Loans to Base Rate Loans on the expiration of any the Interest Period applicable thereto; and (iii) the Borrowers shall have the option, on the expiration of the Interest Period applicable to a Eurodollar Rate any outstanding LIBOR Loan, to continue all or any portion of such LIBOR Loan equal to $3,000,000 5,000,000 and integral multiples of $100,000 5,000,000 in excess of that amount amount, as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate Loan no outstanding Loans may only be converted into a Base Rate Loan on or continued as LIBOR Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the last day entire outstanding balance of an Interest Period applicable thereto. The Company the Post-Petition Revolving Loans must be applied pro rata to the Revolving Loans, according to the outstanding principal balance of each Revolving Loan. (b) Whenever the Borrowers elect to convert or continue Loans under this Section 3.2, the Parent, for itself or as agent for the Borrowers, shall deliver a Notice of Conversion/Continuation to the Agent a written notice substantially in the form of that attached hereto as Exhibit F (a "Notice of Conversion/ Continuation"), signed by an authorized officer of the Parent (i) no later than 9:00 a.m.(Los Angeles 11:00 a.m. (San Francisco, California time) on two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least three no later than 11:00 a.m (San Francisco, California time) four (4) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation -36- 44 of, a Eurodollar Rate Loan)LIBOR Loans. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a Eurodollar Rate LoanLIBOR Loans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion toNotice of Conversion/Continuation pursuant to this Section 3.2(b), or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that the Parent should fail to provide a Notice of Conversion/Continuation with respect to any Lender LIBOR Loans as provided above, such Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Base Rate Loans. (c) The officers of the Parent authorized to request Revolving Loans for the Parent or on behalf of either or both of the other Borrowers shall also be authorized to request a conversion or continuation for the Borrowers. The Agent shall be entitled to rely on such officers' authority until the Agent is notified to the contrary in writing pursuant to Section 2.2(c). The Agent shall have no duty to verify the identity of any individual representing himself as one of the officers authorized to make such request on behalf of the Parent. The Agent shall incur any no liability to the Company any Borrower in acting upon any notice referred to above that in this Section 3.2, which notice the Agent believes in good faith to have been given by a duly authorized an officer or other person authorized to act make such requests on behalf of the Company Borrowers, or for otherwise acting in good faith under this subsection 2.2DSection 3.2 and, upon such conversion or continuation by the Agent and upon the Lenders in accordance with this Agreement, the Borrowers shall have effected the conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a . (d) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan Loans made pursuant to this Section 3.2 shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 2.08, the Company a Borrowing Subsidiary shall have the option (iA) to convert at any time all or any part of its outstanding Revolving out standing Loans which comprise part of the same Borrowing and which, in the aggregate, equal $5,000,000 or Term Loans equal to $3,000,000 and an integral multiples multiple of $100,000 1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate Loans; or (iiB) to convert all or any part of outstanding Loans which, in the aggregate, equal $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (C) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate LoanLoans, to continue all or any portion of such Loan Loans equal to $3,000,000 and 5,000,000 or an integral multiples multiple of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LoanLoans of the same type, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; provided, however, that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan may only be converted into when any Event of Default or Potential Event of Default has occurred and is continuing. (ii) In the event a Base Rate Borrowing Subsidiary shall elect to convert or continue a Revolving Loan on the last day of an Interest Period applicable thereto. The Company under this Section 2.04(c), such Borrowing Subsidiary shall deliver a Notice of Conversion/Continuation to the Agent no later than 9:00 a.m.(Los Angeles 11:00 a.m. (New York time) on at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and no later than 11:00 a.m. (New York time) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/conversion/ continuation, and (ivD) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering the above-described Notice of Conversion/Continuation, and such Borrowing Subsidiary may give the Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 2.04(c); provided, however, that such notice shall be confirmed in writing by delivery to the Agent promptly (vbut in no event later than the proposed conversion/continuation date) in the case of a conversion toNotice of Conversion/ Continuation. Promptly after receipt of a Notice of Conversion/Continuation under this Section 2.04(c) (or telephonic notice in lieu thereof), or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor any shall notify each Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer telex, telecopy, telegram, telephone or other person authorized to act on behalf similar form of transmission, of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or proposed conversion/continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a . (iii) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Revolving Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company Borrowing Subsidiary delivering such notice shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans or Term Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $3,000,000 1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the last day expiration date of an Interest Period applicable thereto. The Company . (ii) Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 9:00 a.m.(Los Angeles 10:00 AM (New York City time) on at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate 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 -36- 44 of, a Eurodollar Rate LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and type Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Interest Period (which, if a Potential Event of Default has occurred and is continuing shall be a one month Interest Period), and (ve) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Neither the Agent nor Upon receipt of written notice of any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith proposed conversion/continuation under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any Administrative Agent shall promptly transmit such notice the Company shall have effected a conversion by facsimile or continuation, as the case may be, hereunder. electronic mail (or by telephone promptly confirmed by facsimile or electronic mail) to each Lender. (iv) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice notice of Conversion/Continuation for a proposed conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and the Company Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6Section 3.3, the Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to Five Hundred Thousand Dollars ($3,000,000 500,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000.00) in excess of that amount from Revolving Loans bearing interest at a rate determined Exhibit (10.2)-p 18 24 by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan its outstanding Revolving Loans equal to Five Hundred Thousand Dollars ($3,000,000 500,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000.00) in excess of that amount as a Eurodollar LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that that, except as otherwise provided in Section 3.3.4, a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan bearing interest determined by reference to an alternative basis on the last day expiration date of an Interest Period applicable thereto; and provided, further, that, unless NCB otherwise agrees, no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. The Company Borrower shall deliver a Notice notice of Conversionconversion/Continuation continuation to the Agent NCB no later than 9:00 a.m.(Los Angeles 2:00 p.m. (Ohio time) on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three two (2) Business Days in advance of the proposed conversion/ continuation date. A notice of conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Interest Period. In lieu of delivering the above-described notice of conversion/continuation, and (v) Borrower may give NCB telephonic notice by the required time of any proposed conversion/continuation under this Section 3.1.4; provided that such notice shall be promptly confirmed in the case writing by delivery of a conversion to, notice of conversion/continuation to NCB on or a before the proposed conversion/continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuingdate. Neither the Agent nor any Lender NCB shall incur any no liability to the Company Borrower in acting upon any telephonic notice referred to above that the Agent NCB believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.1.4; and, and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans by NCB in accordance with this Agreement pursuant to any such notice the Company telephonic notice, Borrower shall have effected a conversion or continuation, as the case may be, such converted/continued Loans hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6GSection 3.3.4, a Notice notice of Conversionconversion/Continuation continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and and, upon delivering the Company notice of conversion/ continuation, Borrower shall be bound to effect a conversion convert or continuation to continue in accordance therewith.