Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,0001,000,000 or the Foreign Currency Equivalent thereof, in of the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or beLoans, (b) in the case of LIBO Rate LoansLoans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans (denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan Loans (which are Revolving Loans) at least three Business Days (but not more than five Business Days) ’ before the last day of the then current Interest Period with respect thereto, such , (a) LIBO Rate Loan shall, Loans denominated in Dollars shall be converted automatically on such last dayday to Base Rate Loans, automatically and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate Loan having an Interest Period of one monthfor such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date); provided, however, that (x) each . Each such conversion or and continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (y) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and the Administrative is continuing. The Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day promptly notify each Lender of the current Interest Period applicable thereto into a Base Rate Loaninterest period and interest rate.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 10:00 a.m., 11:00 A.M. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than one (1) Business Day nor more than five (5) Business Days' notice ’ notice, in the case of any Loans that are to be converted into Base Rate Loans, or and not less than three (3) nor more than five (5) Business Days' notice ’ notice, in the case of any LIBOR Loans that are to be continued as, or converted into, LIBO Rate (other than Swingline Loans, and in either case not more than five Business Days' notice), that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate LoansRate, converted into LIBO Rate LIBOR Loans or be, in the case of LIBO Rate LIBOR Loans, converted into Base Rate Loans or continued as LIBO Rate LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoans); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence upon a Commitment Termination Event or, at the applicable time election of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders haveLenders, determined in its upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or their sole discretion not be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to permit the LIBOR Loans that have an Interest Period ending on one particular date such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall not be automatically converted subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on the last day of the current more than one date, this clause shall only apply to those Loans with an Interest Period applicable thereto into a Base Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.11:00 A.M., New York City time, on a Business Day, the Borrower Xxxxxxx may from time to time irrevocably elect, elect (on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' notice, notice with respect to a conversion into or a continuation of a Eurocurrency Loan to a Borrower specified by Xxxxxxx and not less than one nor more than five Business Days' notice with respect to a conversion into Prime Rate Loan) that all, or any portion in an aggregate minimum amount amount, if in Dollars of $5,000,000 2,000,000 and an integral multiple of $250,000, 100,000 or in the case of any Loans that are to be continued asan Available Currency other than Dollars, or converted into, LIBO Rate Loans, or in an aggregate minimum amount of the Dollar Amount of $5,000,000 2,000,000 and an integral multiple of $250,000100,000 units of such currency, in the case of any Revolving Loans that are to be converted into Base Rate Loans, be, in the case of Base Prime Rate Loans, converted into LIBO Eurocurrency Rate Loans or beor, in the case of LIBO Eurocurrency Rate Loans, Loans be converted into Base Prime Rate Loans or Eurocurrency Rate Loans in another Available Currency or continued as LIBO Eurocurrency Rate Loans (in the same currency. In the absence of delivery of a Continuation/Continuation/ Conversion Notice with respect to any LIBO Revolving Loan constituting a Eurocurrency Rate Loan by 11:00 A.M. New York time at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Eurocurrency Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Eurocurrency Rate Loan in the same currency having an Interest Period equal to the shorter of (i) one month)month and (ii) the number of days in the period from and including such last day to but excluding the Commitment Termination Date; providedprovided that such period determined under this clause (ii) is acceptable to the Agent, however, that (x) each otherwise the Loan shall become due and payable. Each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of such Borrower to all Lenders that have made such LoansLenders, and (y) if when any Default has occurred and is in existence at continuing, no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Eurocurrency Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.(a) The Borrower may: (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Revolving Loans or be, in the case of LIBO Rate Loans, converted into to convert any Base Rate Loans or continued as LIBO Rate Revolving Loans (or any part thereof in the absence an amount not less than $1,000,000, or that is in an integral multiple of delivery $1,000,000 in excess thereof) into LIBOR Revolving Loans; or (ii) elect, as of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current applicable Interest Period, to continue any LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period, such Interest Period with respect theretoshall be one month. (b) The Borrower shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date, such LIBO Rate Loan shall, on such last day, automatically if the Loans are to be converted into or continued as a LIBO Rate Loan having an LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period of one month); Period, provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto to LIBOR Revolving Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Revolving Loans into a Base Rate LoanRevolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given. (e) There may not be more than three (3) different LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuationcontinuation/Conversion Notice conversion notice to the Administrative Agent Bank on or before 10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not two nor more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple multiples of $250,000, in the case 500,000 of any Prime Rate Loan or of a LIBOR Rate Loan be converted on the last day of an Interest Period into a LIBOR Rate Loan with a different Interest Period, or continued on the last day of an Interest Period as a LIBOR Rate Loan with a similar Interest Period, provided, however, that no portion of the outstanding principal amount of any LIBOR Rate Loans that are to may be converted to, or continued as, LIBOR Rate Loans when any Default or Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted into, LIBO to LIBOR Rate LoansLoans of a different duration if such LIBOR Rate Loans relate to any Hedging Obligations. If any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder), or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuationcontinuation/Conversion Notice conversion notice with respect to any LIBO LIBOR Rate Loan at least three two Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO each maturing LIBOR Rate Loan shall, on such last day, shall automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Prime Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.(a) The Borrower may: (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into to convert any Base Rate Loans (or continued any part thereof in an amount not less than $500,000, or an integral multiple of $100,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current applicable Interest Period with Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000, or (a) in the case of Revolving Loans, that is in an integral multiple of $100,000 in excess thereof and (b) in the case of Term Loans, that is in an integral multiple of $10,000 in excess thereof); PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect theretoof any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such LIBO LIBOR Rate Loan shall, on such last day, Loans shall automatically be continued as a LIBO convert into Base Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at on and after such date the applicable time right of any proposed continuation ofthe Borrower to continue such Loans as, or conversion and convert such Loans into, any LIBO LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion ("NOTICE OF CONTINUATION/CONVERSION") to the Agent not later than 12:00 noon (Dallas, Texas time) at least three (3) Business Days in advance of the Conversion Date or continuation date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the Administrative Agent hasproposed Conversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, or the Required Lenders havePROVIDED, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofHOWEVER, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and select an Interest Period that ends after the Termination Date. (c) If upon the expiration of any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into a Base Rate LoanLoans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than 7 different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' Day’s notice in the case of any Loans that are to be converted into Base Rate Loans (other than Swing Line Loans), or three Business Days' ’ notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 1,000,000 be, in the case of Base Rate Loans (other than Swing Line Loans), converted into LIBO Rate Loans Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoan); providedprovided that, however, that (xa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent has, or of the Required Lenders have, determined in its or their sole discretion not to permit such continuation or applicable Continuation/Conversion Notice. The conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have of a Base Rate Loan converted into or continued as a LIBO Rate Loan and any outstanding or a LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto Loan into a Base Rate LoanLoan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Days' Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' ’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and an in integral multiple multiples of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 3,000,000 and an integral multiple of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five Business Days) before the last day of the then then-current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofLoans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanLoans. Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,0001,000,000 or the Foreign Currency Equivalent thereof, in of the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or beLoans, (b) in the case of LIBO Rate LoansLoans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans (denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan Loans at least three Business Days (but not more than five Business Days) ’ before the last day of the then current Interest Period with respect thereto, such , (a) LIBO Rate Loan shall, Loans denominated in Dollars shall be converted automatically on such last dayday to Base Rate Loans, automatically and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate Loan having an Interest Period of one monthfor such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date); provided, however, that (x) each . Each such conversion or and continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (y) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and the Administrative is continuing. The Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day promptly notify each Lender of the current Interest Period applicable thereto into a Base Rate Loaninterest period and interest rate.

Continuation and Conversion Elections. By delivering a Continuationcontinuation/Conversion Notice conversion notice to the Administrative Agent Bank on or before 10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not two nor more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 500,000 and an integral multiple multiples of $250,000, in the case 250,000 of any Prime Rate Loan or of a LIBOR Rate Loan be converted on the last day of an Interest Period into a LIBOR Rate Loan with a different Interest Period, or continued on the last day of an Interest Period as a LIBOR Rate Loan with a similar Interest Period, provided, however, that no portion of the outstanding principal amount of any LIBOR Rate Loans that are to may be converted to, or continued as, LIBOR Rate Loans when any Default or Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted into, LIBO to LIBOR Rate Loans of a different duration if such LIBOR Rate Loans relate to any Hedging Obligations. If any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to terminate the Credit Line and demand payment of the Loans), or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuationcontinuation/Conversion Notice conversion notice with respect to any LIBO LIBOR Rate Loan at least three two Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO each maturing LIBOR Rate Loan shall, on such last day, shall automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Prime Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 3,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m., New York City Houston time, on a Business Day, the any Borrower may from time to time irrevocably elect, on not less than one Business Days' Day’s notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' ’ notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoan); providedprovided that, however, that (xa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent has, or of the Required Lenders have, determined in its or their sole discretion not to permit such continuation or applicable Continuation/Conversion Notice. The conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have of a Base Rate Loan converted into or continued as a LIBO Rate Loan and any outstanding or a LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto Loan into a Base Rate LoanLoan shall not constitute a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 10:00 a.m., New York City time, 11:00 a.m. on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), the any Borrower may from time to time irrevocably elect, : Table of Contents (a) on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' ’ notice, the conversion of any Base Rate Loan into one or more LIBOR Rate Loans denominated in Dollars or the continuation of any LIBOR Rate Loan denominated in Dollars as a LIBOR Rate Loan so denominated; and (b) on not less than five nor more than ten Business Days’ notice, the continuation of any LIBOR Rate Loan denominated in an Alternate Currency as a LIBOR Rate Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $5,000,000 1,000,000 and in an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 1,000,000; and an integral multiple of $250,000, in the case of any Loans provided further that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice) with respect to any LIBO LIBOR Rate Loan denominated in Dollars at least three Business Days (but not more than or, with respect to any LIBOR Rate Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO LIBOR Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one month)Loan; provided, however, provided that (xi) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (yii) if no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBOR Rate Loans when any Default has occurred and is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loancontinuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City San Francisco time, on a Business Day, the Borrower Company may from time to time irrevocably elect, on on (a) not less than three nor more than five Business Days notice (in the case of continuations of or conversions into LIBO Rate Loans), or (b) not less than one nor more than five Business Days' Days notice (in the case of conversions into Reference Rate Loans) that all or any portion of any outstanding Revolving Loan be (i) converted into a LIBO Rate Loan, (ii) converted into a Reference Rate Loan, or (iii) continued as a LIBO Rate Loan. All conversions of Revolving Loans that are to Reference Rate Loans shall be converted into Base made pro rata among all such Reference Rate Loans, Loans of all Lenders. All conversions or three Business Days' notice in the case continuations of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as shall be made pro rata among all such LIBO Rate Loans (in of all Lenders. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) within the time periods specified above before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Reference Rate Loan. No portion of the outstanding principal amount of any Revolving Loan may be continued as as, or be converted into, a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or during the continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Event of Default. No Swingline Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan be converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) A Borrower may upon irrevocable written notice to the Administrative Agent on or before 10:00 a.m.in accordance with Section 2.2(b): (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into to convert any such Base Rate Loans (or continued any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current applicable Interest Period with respect theretoPeriod, such LIBO to continue any LIBOR Rate Loan shall, Loans having Interest Periods expiring on such last dayday (or any part thereof in an amount not less than $1,000,000, automatically be continued or that is in an integral multiple of $500,000 in excess thereof) as a LIBO LIBOR Rate Loan having an Interest Period of one month)Loans; provided, however, that (x) each such conversion or continuation shall be pro rated among if at any time the applicable outstanding aggregate amount of LIBOR Rate Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time respect of any proposed continuation ofBorrowing is reduced, by payment, prepayment, or conversion intoof part thereof to be less than $1,000,000, any LIBO such LIBOR Rate Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit D (a "Notice of Continuation/Conversion") to the Agent not later than 11:00 a.m. (Dallas, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the Administrative Agent hasproposed Continuation/Conversion Date; (ii) the Loans and the aggregate amount of such Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, or the Required Lenders haveprovided, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofhowever, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto to LIBOR Rate Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into a Base Rate LoanLoans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which such notice was given held by each Lender.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Days' notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and an in integral multiple multiples of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 3,000,000 and an integral multiple of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofLoans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loans. No more than five (5) LIBO Rate Loans may be outstanding at any time during the term of the Loan. Administrative Agent shall give each Lender prompt notice of any such proposed conversion effecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.(a) LS&Co may: (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of any Business Day, in the case of LIBOR Rate Revolving Loans to convert any LIBOR Rate Revolving Loans into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); or (iv) elect, as of any Business Day, in the case of Base Rate Trademark Subfacility Loans to convert any Base Rate Trademark Subfacility Loans (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Trademark Subfacility Loans; or (v) elect, as of any Business Day, in the case of LIBOR Rate Trademark Subfacility Loans to convert any LIBOR Rate Trademark Subfacility Loans into Base Rate Trademark Subfacility Loans; or (vi) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Trademark Subfacility Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, as applicable, in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans shall automatically convert into Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, respectively; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) LS&Co shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than (i) 12:00 noon (Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans and (ii) 9:00 a.m. (Pacific time) on the requested Continuation/Conversion Date, if the Loans are to be converted into Base Rate Loans, Revolving Loans or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Base Rate Trademark Subfacility Loans, and in either case not more than five Business Days' notice, that all, or any portion in an specifying: (i) the Borrower; (ii) the proposed Continuation/Conversion Date; (iii) the aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in or renewed; (iv) the case type of Base Rate Loans, converted into LIBO Rate Loans resulting from the proposed conversion or be, in continuation; and (v) the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day duration of the then current requested Interest Period with respect theretoPeriod, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, LS&Co may not select an Interest Period that (x) each ends after the Stated Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic notice of such conversion request on or continuation before the deadline set forth above. The Agent at all times shall be pro rated among the applicable outstanding Loans of all Lenders that have made entitled to rely on such telephonic notice in converting or continuing such Loans, and regardless of whether any written confirmation is received. (yc) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, LS&Co has failed to select timely a new Interest Period to be applicable to LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans or if any Default is in existence at or Event of Default then exists, the applicable time Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans into Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, respectively, effective as of any proposed continuation of, or conversion into, any LIBO the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different LIBOR Rate Revolving Loans and the Administrative Agent has, or the Required Lenders have, determined LIBOR Rate Trademark Subfacility Loans in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and effect hereunder at any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loantime.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 10:00 a.m., 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than one (1) Business Day nor more than five (5) Business Days' notice ’ notice, in the case of any Loans that are to be converted into accruing interest at the Base Rate LoansRate, or and not less than three (3) nor more than five (5) Business Days' notice ’ notice, in the case of any Loans that are to be continued as, or converted into, LIBO Rate (other than Swingline Loans, and in either case not more than five Business Days' notice) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate LoansRate, converted into LIBO Rate Loans accruing interest at LIBOR or be, in the case cause of LIBO Rate LoansLoans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate Loans or continued as LIBO Rate Loans accruing interest at LIBOR (in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate Loan accruing interest at LIBOR at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Rate Loan having an Interest Period of one monthaccruing interest at the Base Rate); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion intobe converted to, Loans accruing interest at LIBOR when any LIBO Rate Loans Event of Default has occurred and the Administrative Agent hasis continuing, or unless the Required Lenders haveotherwise agree in writing, determined in its (c) no Loans may be continued as, or their sole discretion not be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to permit the Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall not be automatically converted subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on the last day of the current more than one date, this clause shall only apply to those Loans with an Interest Period applicable thereto into a Base Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m., a.m. (New York City time, ) on a Business Day, the Borrower Representative may from time to time irrevocably elect, on not less than one Business Days' notice Day's notice, in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice notice, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 500,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 100,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoan); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and the Administrative Agent hasis continuing, or unless the Required Lenders haveotherwise agree in writing, determined (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of LIBO Rate Loans in its or their sole discretion not to permit such continuation respect of any Borrowing is reduced by payment, prepayment or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding be less than $500,000 such LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a convert to Base Rate LoanLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 10:00 a.m., 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than one (1) Business Day nor more than five (5) Business Days' notice ’ notice, in the case of any Loans that are to be converted into Base Rate Loans, or and not less than three (3) nor more than five (5) Business Days' notice ’ notice, in the case of any LIBOR Loans that are to be continued as, or converted into, LIBO Rate (other than Swingline Loans, and in either case not more than five Business Days' notice), that all, or any portion in an aggregate 46267678.11 minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate LoansRate, converted into LIBO Rate LIBOR Loans or be, in the case of LIBO Rate LIBOR Loans, converted into Base Rate Loans or continued as LIBO Rate LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoans); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence upon a Commitment Termination Event or, at the applicable time election of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders haveLenders, determined in its upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or their sole discretion not be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to permit LIBOR Loans that have an Interest Period ending on one particular date such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall not be automatically converted subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on the last day of the current more than one date, this clause shall only apply to those Loans with an Interest Period applicable thereto into a Base Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m., a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than one Business Days' notice Day's notice, in the case of any Loans that are to be converted into Base Rate Loans, or and three Business Days' notice notice, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 1,000,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one monthLoan); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and the Administrative Agent hasis continuing, or unless the Required Lenders haveotherwise agree in writing, determined (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of LIBO Rate Loans in its or their sole discretion not to permit such continuation respect of any Borrowing is reduced by payment, prepayment or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding be less than $5,000,000 such LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a convert to Base Rate LoanLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.1:00 p.m., New York City time, on a Business DayDay prior to the Stated Maturity Date of a LIBO Rate Loan with an Interest Period of less than six months, the Borrower may from time to time irrevocably electrequest, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' noticenotice (in the case of LIBO Rate Loans) and on not less than one nor more than five Business Days' notice (in the case of Base Rate Loans), that the Fronting Bank (a) continue the outstanding LIBO Rate Loan as a LIBO Rate Loan with an Interest Period of one, two, three or four months, in each case in a principal amount equal to the amount of the LIBO Rate Loan with respect to which such Interest Period is then expiring or (b) convert all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are made to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, beit, in the case of Base Rate Loans, converted into LIBO Rate Loans or beor, in the case of a LIBO Rate LoansLoan, converted into a Base Rate Loans or continued as LIBO Rate Loans Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shallwill, on such last day, automatically be continued as convert to a LIBO Rate Loan having an Interest Period pursuant to the provisions of one monthclause (b) of Section 2.3, unless such Loan is otherwise required to be paid pursuant to the terms of this Agreement (including the first sentence of Section 3.1)); provided, however, that (xi) each such conversion or continuation shall be pro rated among no portion of the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and is continuing and (ii) the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and maximum length of any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loanor combination of Interest Periods for any particular Loan will not exceed six months.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' Day’s notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' ’ notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, 1,000,000 (except in connection with the case continuation or conversion of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum the entire amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, relevant Borrowing) be, in the case of Base Rate Loans, converted into LIBO Rate Loans Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a one-month LIBO Rate Loan having an Interest Period of one monthLoan); providedprovided that, however, that (xa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent has, or of the Required Lenders have, determined in its or their sole discretion not to permit such continuation or applicable Continuation/Conversion Notice. The conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have of a Base Rate Loan converted into or continued as a LIBO Rate Loan and any outstanding or a LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto Loan into a Base Rate LoanLoan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m., New York City timetime at its applicable office, on a Business Day, the a Borrower may from time to time irrevocably elect, on not less than one Business Days' Day's notice (in the case of any a conversion of LIBO Rate Loans that are to be converted into Base Rate Loans, ) or three Business Days' notice (in the case of any a continuation of LIBO Rate Loans that are to be continued as, or converted into, a conversion of Base Rate Loans into LIBO Rate Loans, and in either case not ) nor more than five Business Days' notice, notice (in the case of any Loans) that all, or any portion in an aggregate a minimum amount of $5,000,000 and an 500,000 or any larger integral multiple of $250,000, 100,000 in the case of any Loans that are to be continued as, or converted into, Borrowing of LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or beor, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (or, in the case of U.S. Loans only, converted to Base Rate Loans; provided, however, that, in the absence of delivery of a Continuation/Conversion Notice with respect to any Loan that is a LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day(A) in the case of a LIBO Rate Loan that is an Australian Revolving Loan, automatically be continued as a LIBO Rate Loan having with an Interest Period of one month)month and (B) in the case of a LIBO Rate Loan that is a U.S. Loan automatically convert to a Base Rate Loan, in each case on such last day; provided, further, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (y) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and is continuing. SECTION 2.4.1. Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs. Provided that the Canadian Borrower has, by delivering a Continuation/Conversion Notice to the Canadian office of the Administrative Agent on or before 11:00 a.m., New York time at the Administrative Agent's office for Canadian Loans, not less than three and not more than five Business Days before the date on which drafts are to be accepted, requested the Canadian Lenders to accept its drafts to replace all or a portion of an outstanding Canadian Loan, then each Canadian Lender shall, on the date of conversion or continuation, as applicable, and concurrent with the payment by the Canadian Borrower to the Canadian Lenders of an amount equal to the difference between the principal or face amount of such outstanding Canadian Loan or the portion thereof which is being converted or continued and the aggregate Notional BA Proceeds with respect to the aggregate face amount equal to its Percentage of the aggregate principal or face amount of such Canadian Loan or the portion thereof which is being converted or continued, such acceptance to be in accordance with Section 2.8. SECTION 2.4.2. Converting Canadian BAs to Canadian Prime Rate Loans. Each applicable Canadian Lender shall, at the end of an Interest Period with respect to Canadian BAs which such Lender has accepted, pay to the holder thereof the face amount of such Canadian BA. If the Canadian Borrower has, by delivering a Continuation/Conversion Notice to the Canadian office of the Administrative Agent on or before 11:00 a.m., New York time at the Required Lenders haveAdministra- tive Agent's office for Canadian Loans, determined in its not less than three nor more than five Business Days before the end of an Interest Period, requested a Canadian Lender to convert all or their sole discretion not a portion of outstanding maturing Canadian BAs into a Canadian Prime Rate Loan, or if the Canadian Borrower has failed to permit deliver a Continuation/Conversion Notice pursuant to Section 2.4.1 or this Section 2.4.2, such continuation or conversion and have notified Lender shall, upon the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day end of the current Interest Period applicable thereto with respect to such Canadian BAs and the payment by such Lender to the holders of such Canadian BAs of the aggregate face amount thereof, be deemed to have made to the Canadian Borrower the Canadian Prime Rate Loan into which the matured Canadian BAs or a Base Rate Loanportion thereof are converted in the aggregate principal amount equal to its Percentage of the aggregate face amount of the matured Canadian BAs or the portion thereof which are being converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) Each Borrower may, upon -------------------------------------- irrevocable written notice to the Administrative Agent on or before 10:00 a.m.in accordance with Section 3.2(b): (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans to convert any such Loans made to such Borrower (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans made to such Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, converted into LIBO and on and after such date the right of such Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans or Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of conversion/continuation ("Notice of Continuation/Conversion"), in the case form of LIBO Rate LoansExhibit C hereto, converted into Base Rate Loans or continued as LIBO Rate Loans to be received by the Agent not later than 11:00 a.m. (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan New --------- York City time) at least three Business Days (but not more than five Business Days) before the last day in advance of the then current Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period with respect theretoapplicable to LIBOR Rate Loans, such LIBO Rate Loan shall, on such last day, automatically be continued as the applicable Borrower has failed to select timely a LIBO Rate Loan having an new Interest Period of one month); provided, however, that (x) each such conversion to be applicable to LIBOR Rate Loans or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time or Event of any proposed continuation ofDefault then exists, or conversion into, any LIBO such Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the Administrative Agent has, respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of a Default or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofEvent of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect hereunder.

Continuation and Conversion Elections. (a) By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 10:30 a.m., New York City time, on a Business Day, the related Borrower may from time to time irrevocably elect, on a same-day basis for a continuation as or conversion into Reference Rate Loans and on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not nor more than five Business Days' notice, notice for a continuation as or conversion into Interbank Rate Loans that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000100,000, in the case of any Dollar Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Reference Rate Loans, converted into LIBO Interbank Rate Loans or beor, in the case of LIBO Interbank Rate Loans, or converted into Base a Reference Rate Loans Loan or continued as LIBO a Interbank Rate Loans Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Interbank Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Interbank Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Reference Rate Loan having an Interest Period of one monthLoan); provided, however, that (xi) each such conversion or continuation shall be pro rated among the applicable outstanding Dollar Loans of all Lenders that have made such LoansLenders, and (yii) if no portion of the outstanding principal amount of any Dollar Loans may be continued as, or be converted into, Interbank Rate Loans when any Default has occurred and is in existence continuing. Conversion of an Interbank Rate Loan to a Reference Rate Loan may occur only at the applicable end of the relevant Interest Period for such Interbank Rate Loan. (b) By delivering a Continuation/Conversion Notice to the Agent on or before 10:30 a.m., New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days' notice that all, or any portion in an aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any proposed continuation of, or conversion into, any LIBO Rate Sterling Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or be continued as a LIBO Rate Loan and (in the absence of a delivery of a Continuation/Conversion Notice with respect to any outstanding LIBO Rate Loans shall be automatically converted on Sterling Loan at least three Business Days before the last day of the then current interest Period with respect thereto, such Sterling Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of one month). (c) By delivering a Continuation/Conversion Notice to the Agent on or before 10:30 a.m., New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days' notice that all, or any portion in an aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any FF Loans be continued as a Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any FF Loan at least three Business Days before the last day of the then current Interest Period applicable thereto into with respect thereto, such FF Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of one month). (d) By delivering a Base Rate LoanContinuation/Conversion Notice to the Agent on or before 10:30 a.m. New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days' notice that all, or any portion in an aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any DM Loans be continued as a Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any DM Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such DM Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of one month).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice conversion notice to the Administrative Agent Bank on or before 10:00 a.m.12:00 Noon., New York City Boston, Massachusetts time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not two nor more than five Business Days' ’ notice, that all, all or any portion of (i) any Prime Rate Loan in an aggregate minimum amount and integral multiples of $1,000,000.00, be converted into a LIBOR Rate Loan, (ii) ) any LIBOR Rate Loan, in an aggregate minimum amount of $5,000,000 1,000,000.00 and an integral multiple multiples of $250,0001,000,000.00, be converted on the last day of a LIBOR Interest Period into a Prime Rate Loan or (iii) any LIBOR Rate Loan, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 1,000,000.00 and an integral multiple multiples of $250,0001,000,000.00, in be converted on the case last day of a LIBOR Interest Period into a LIBOR Rate Loan with a different LIBOR Interest Period; provided, however, that no portion of the outstanding principal amount of any Loans that are to Prime Rate Loan or LIBOR Rate Loan may be converted into Base to, or be continued as, a LIBOR Rate LoansLoan when any Event of Default has occurred and is continuing, be, in and no portion of the case outstanding principal amount of Base any LIBOR Rate Loans, Loan may be converted into LIBO to LIBOR Rate Loans or be, in the case Loan of LIBO a different duration if such LIBOR Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in Loan relates to any Hedging Obligation. In the absence of delivery of a Continuation/Conversion Notice conversion notice with respect to any LIBO LIBOR Rate Loan at least three two Business Days (but not more than five Business Days) before the last day of the then current LIBOR Interest Period with respect thereto, such LIBO LIBOR Rate Loan shall, on such last day, automatically be continued continue as a LIBO LIBOR Rate Loan having an with the same LIBOR Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanPeriod.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.(a) The Borrowers may: (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Revolving Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into to convert any Base Rate Loans or continued as LIBO Rate Revolving Loans (or any part thereof in the absence an amount not less than $10,000,000, or that is in an integral multiple of delivery $1,000,000 in excess thereof) into LIBOR Revolving Loans; or (ii) elect, as of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current applicable Interest Period with respect theretoPeriod, such LIBO Rate Loan shall, to continue any LIBOR Revolving Loans having Interest Periods expiring on such last dayday (or any part thereof in an amount not less than $1,000,000, automatically be continued as a LIBO Rate Loan having or that is in an Interest Period integral multiple of one month$1,000,000 in excess thereof); provided, however, that (x) each such conversion or continuation shall be pro rated among if at any time the applicable outstanding aggregate amount of LIBOR Revolving Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time respect of any proposed continuation ofBorrowing is reduced, by payment, prepayment, or conversion intoof part thereof to be less than $1,000,000, any LIBO such LIBOR Revolving Loans shall automatically convert into Base Rate Loans Revolving Loans; and provided further, that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrowers shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion") to the Administrative Agent hasnot later than 12:00 noon (Atlanta, or Georgia time) at least three (3) Business Days in advance of the Required Lenders haveContinuation/Conversion Date, determined in its or their sole discretion not if the Loans are to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan be converted into or continued as a LIBO Rate Loan LIBOR Revolving Loans and any outstanding LIBO Rate specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans shall to be automatically converted on or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided that the Borrowers may not select an Interest Period that ends after the last day of the current DIP Term. (c) If upon the expiration of any Interest Period applicable thereto to LIBOR Revolving Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Revolving Loans into a Base Rate LoanRevolving Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than eight (8) different LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); providedPROVIDED, howeverHOWEVER, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Days' Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' ’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and an in integral multiple multiples of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 3,000,000 and an integral multiple of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five Business Days) before the last day of the then then-current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofLoans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanLoans. Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.(a) The Borrower may: (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into to convert any Base Rate Loans (or continued any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current applicable Interest Period with respect theretoPeriod, such LIBO to continue any LIBOR Rate Loan shall, Loans having Interest Periods expiring on such last dayday (or any part thereof in an amount not less than $2,500,000, automatically be continued as a LIBO Rate Loan having or that is in an Interest Period integral multiple of one month$500,000 in excess thereof); provided, howeverPROVIDED, that (x) each such conversion or continuation shall be pro rated among if at any time the applicable outstanding aggregate amount of LIBOR Rate Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time respect of any proposed continuation ofBorrowing is reduced, by payment, prepayment, or conversion intoof part thereof to be less than $1,000,000, any LIBO such LIBOR Rate Loans shall automatically convert into Base Rate Loans; PROVIDED FURTHER that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver by telephonic facsimile notice of continuation/conversion ("NOTICE OF CONTINUATION/CONVERSION") to the Agent not later than 5:00 p.m. (Atlanta, Georgia time) at least two (2) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the Administrative Agent hasproposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, or the Required Lenders havePROVIDED, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofHOWEVER, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into a Base Rate LoanLoans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than seven (7) different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) A Borrower may upon irrevocable written notice to the Administrative Agent on or before 10:00 a.m.in accordance with Section 2.2(b): (i) elect, New York City time, on a as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into LIBOR Rate Revolving Loans; (ii) elect, converted into LIBO Rate Loans or beas of any Business Day subject to Section 4.4, in the case of LIBO LIBOR Rate Loans, converted Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (iii) next following) into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or continued any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof as LIBO LIBOR Rate Revolving Loans); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one month in duration. (b) The Borrowers shall deliver a notice of continuation/conversion in the absence form of delivery Exhibit E (a "Notice of a Continuation/Conversion Notice with respect Conversion") to any LIBO Rate Loan the Administrative Agent not later than 1:00 p.m. (Dallas, Texas time) at least three Business Days (but not more than five Business Days) before the last day in advance of the then current Interest Period with respect theretoContinuation/Conversion Date, such LIBO Rate Loan shall, on such last day, automatically if the Revolving Loans are to be continued as a LIBO or converted into LIBOR Rate Loan having an Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the specific Revolving Loans (or portions thereof) and the aggregate amount of such Revolving Loans to be converted or continued; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period of one month); Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (xc) each such conversion or continuation shall be pro rated among If upon the expiration of any Interest Period applicable outstanding Loans of all Lenders that have made such to LIBOR Rate Revolving Loans, and (y) the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or if any Default is in existence at or Event of Default then exists, the applicable time Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of any proposed continuation of, or conversion into, any LIBO Rate Loans and the expiration date of such Interest Period. (d) The Administrative Agent has, or the Required Lenders have, determined in will promptly notify each Lender of its or their sole discretion not to permit such continuation or conversion receipt of a Notice of Continuation/Conversion. All continuations and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans conversions shall be automatically converted on made ratably according to the last day respective outstanding principal amounts of the current Interest Period applicable thereto into a Base Rate LoanRevolving Loans with respect to which such notice was given held by each Lender.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., 12:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' Day's notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, all or any portion (in an aggregate minimum amount with respect to continuations of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, conversions into LIBO Rate Loans, or an aggregate minimum amount prior to the Syndication Date equal to the product of (i) the number of Lenders on the date the relevant Continuation/ Conversion Notice is delivered to the Agent multiplied by (ii) $500,000 and in integral multiples in excess thereof of $5,000,000 100,000, and an from and after the Syndication Date equal to the product of (x) the number of Lenders on the Syndication Date multiplied by (y) $500,000 and in integral multiple multiples in excess thereof of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, 100,000) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoan); provided, however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofRevolving Loans may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and the Administrative Agent hasis continuing, or unless the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or otherwise agree in writing thereofand (c) no Loans may be continued as, the Borrower may not elect to have a Loan or be converted into or continued as a LIBO Rate Loan and any outstanding into, LIBO Rate Loans shall be automatically converted on after the last day of that is one month prior to the current Interest Period applicable thereto into a Base Rate LoanMaturity Date or Revolving Loan Commitment Termination Date, as the case may be.

Continuation and Conversion Elections. By delivering a (a) The Borrower may (provided that the Borrowing of LIBOR Loans is then permitted under Section 2.4(a)(iii)): (i) elect, as of any Business Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into LIBOR Loans; and (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”) to the Administrative Agent on or before 10:00 a.m.not later than, (x) 1:00 p.m. (New York City time, on a ) at least three (3) Business Day, Days in advance of the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in Continuation/Conversion Date if the case of any Loans that are to be converted into or continued as LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Class and aggregate principal amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any LIBOR Loans, the Borrower fails to select timely a new Interest Period to be applicable to such LIBOR Loans, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate LoansLoans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or three Business Days' notice in the case of any Required Lenders, all LIBOR Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to shall be converted into Base Rate Loans, be, in Loans as of the case expiration date of Base Rate Loans, converted into LIBO Rate Loans or be, in the case each applicable Interest Period. (d) The Agent will promptly notify each Lender of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery its receipt of a Notice of Continuation/Conversion Notice Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to any LIBO Rate Loan at least three Business Days which the notice was given held by each Lender. (but e) There may not be more than five Business Days15 (fifteen) before different LIBOR Loans in effect hereunder at any time (which number may be increased or adjusted by agreement between the last day of Borrower and the then current Interest Period Agent in connection with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion any Revolving Credit Commitment Increase or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) if any Default is in existence at the applicable time creation of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanExtended Revolving Credit Commitment Facility).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City time, 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' Day’s notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' ’ notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five ten Business Days' ’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, (i) in the case of any NM Loans or Roll-Up Loans that are to be continued as, US Term Loans or converted into, LIBO Rate Revolving Loans, or an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $250,000, (ii) in the case of any Roll-Up Loans that are to be converted into Base Rate LoansSterling Term Loans £1,000,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five ten Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan having an Interest Period of one monthLoan); provided, ; however, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such Loans, and (yb) if any Default is in existence at no portion of the applicable time outstanding principal amount of any proposed continuation ofLoans, other than the Roll-Up Loans that are Sterling Term Loans, may be continued as, or conversion be converted into, any LIBO Rate Loans when any Default has occurred and is continuing. Each such irrevocable election shall be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate LoanContinuation/Conversion Notice.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m.1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Days' ’ notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' ’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and an in integral multiple multiples of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 3,000,000 and an integral multiple of $250,000500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereofLoans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loans. No more than five (5) LIBO Rate Loans may be outstanding at any time during the term of the Loan. Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.