Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($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) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”) to the Administrative Agent not later than 1:00 p.m. (New York time) at least three Business Days in advance of the Continuation/Conversion Date specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or converted; (iii) the type of Revolving Loans resulting from the proposed continuation or conversion; and (iv) the duration of any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($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) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”) to the Administrative Agent not later than 1:00 p.m. (New York time) at least three Business Days in advance of the Continuation/Conversion Date specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or converted; (iii) the type of Revolving Loans resulting from the proposed continuation or conversion; and (iv) the duration of any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice Subject to Section 1.2(b)(3), the Administrative Agent in accordance with Section 3.2(b):US Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any US Business Day, in the case of US Base Rate Revolving Loans to convert any such US Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into US LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any US LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the aggregate amount of US LIBOR Rate Revolving Loans in respect of any Borrowing single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), such US LIBOR Rate Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The US Borrower Representative shall deliver a notice of continuation/conversion in the form of attached hereto as Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York California time) ), at least three (3) US Business Days in advance of the Continuation/Conversion Date Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such US Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of US Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers US Borrower Representative may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to US LIBOR Rate Revolving Loans, the Borrowers have US Borrower Representative has failed to select timely select a new Interest Period to be applicable to such US LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers US Borrower Representative shall be deemed to have elected to convert such US LIBOR Rate Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each US Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten six (106) different Interest Periods for US LIBOR Revolving Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), 2,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, furtherand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, 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 of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuationconversion/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion continuation (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to be received by the Administrative Agent not later than 1:00 p.m. 11 a.m. (New York Chicago, Illinois time) at least three Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.to

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate CBFR Revolving Loans (other than Swing Line Loans) to convert any such Base Rate CBFR Revolving Loans Loan (or any part thereof in an amount not less than One Million Dollars ($1,000,000), 5,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Eurodollar Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Eurodollar Revolving Loans Loan having Interest Periods expiring on such day (or any part thereof) thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the aggregate amount of LIBOR Rate Eurodollar Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000)5,000,000, such LIBOR Rate Eurodollar Revolving Loans shall automatically convert into Base Rate CBFR Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower Representative shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as Eurodollar Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Eurodollar Revolving Loans, the Borrowers have failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Eurodollar Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Eurodollar Revolving Loans into Base Rate CBFR Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten five (105) different Interest Periods Eurodollar Revolving Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Revolving Loans Loans, to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loansthereof); provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), then such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, and 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 conversionPeriod, then such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 o'clock p.m. (New York Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, provided that the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Datelast day of the DIP Term. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten eight (10) 8) different Interest Periods LIBOR Revolving Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may may, upon irrevocable written notice to the Administrative Agent Co-Agents in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)3,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)3,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)3,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, furtherand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, 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 of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuationconversion/conversion continuation in the form attached hereto as Exhibit E,("Notice of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”") to be received by the Administrative Agent Co- Agents not later than 1:00 p.m. 10:00 a.m. (New York California time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.made

Continuation and Conversion Elections. (a) A The Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Term Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), 5,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Term Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Term Loans having Interest Periods expiring on such day (or any part thereof) thereof in an amount not less than One Million Dollars ($1,000,000), 5,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loansthereof); provided that if at any time the aggregate amount of LIBOR Rate Revolving Term Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), such LIBOR Rate Revolving Term Loans shall automatically convert into Base Rate Revolving Term Loans; provided, further, that if the notice Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in duration(1) month; provided, further, that no LIBOR Term Loan may be continued as such when any Default or Event of Default has occurred and is continuing and the Agent has or the Required Lenders have given notice to the Borrower that no such continuations may be made. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit E or such other form as may be acceptable to the AgentsB (each, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) ), as applicable, to the Administrative Agent not later than 1:00 p.m. (New York City time) at least three two (2) Business Days in advance of the Continuation/Conversion Date Date, specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of such Revolving Term Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedcontinued; (iii) the type Type of Revolving Term Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b2.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, convert any such LIBOR Rate Loans into Base Rate 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) thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) , in excess thereof thereof) as LIBOR Rate Revolving Loans; or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, 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 conversionLoan, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion D (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York Los Angeles, California time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) whether such Notice of Continuation/Conversion relates to Revolving Loans and/or Term Loans, the principal amount of each type of such Loans to which such notice relates and the aggregate amount of each type of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedcontinued; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. With respect to any request to convert or continue any Loans, the Borrowers may give the Agent telephonic notice of such request not later than the required time specified in this clause (b). The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrowers provide a written Notice of Continuation/Conversion. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was givengiven held by each Lender. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Revolving Loans Loans, to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in duration(1) month. (b) For any continuation or conversion pursuant to clause (a) precedingWestlake, on its behalf and as agent for the Borrowers other Borrowers, shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Revolving 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedcontinued; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten twelve (1012) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):FMC or FRC may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electPROVIDED, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation FMC or conversion pursuant to clause (a) preceding, the Borrowers FRC shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”"NOTICE OF CONTINUATION/CONVERSION") to the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (New York Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, FMC or FRC, as the Borrowers have case may be, has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers applicable Borrower(s) shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten seven (107) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b2.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, convert any such LIBOR Rate Loans into Base Rate 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000, in excess thereof thereof) as LIBOR Rate Revolving Loans; or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, 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 conversionLoan, such Interest Period shall be one month in duration.month. AMENDED AND RESTATED CREDIT AGREEMENT (b) For any continuation or conversion pursuant to clause (a) preceding, the The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion C (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York Los Angeles, California time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedcontinued; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. With respect to any request to convert or continue any Loans, the Borrowers may give the Agent telephonic notice of such request not later than the required time specified in this clause (b). The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrowers provide a written Notice of Continuation/Conversion. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was givengiven held by each Lender. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with Section SECTION 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)10,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electPROVIDED, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, furtherand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, 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 of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuationconversion/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion continuation (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to be received by the Administrative Agent not later than 1:00 p.m. noon (New York Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers Borrower may not select an Interest Period that ends after with respect to any portion of the Loans which extends beyond the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (e) During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation or conversion of any LIBOR Rate Revolving LoanLoans, there may not be more than ten fifteen (1015) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)2,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)2,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)500,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York timeCentral Standard Time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten six (106) different Interest Periods LIBOR Revolving Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, furtherand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, 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 of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuationconversion/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion continuation (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (e) During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation or conversion of any LIBOR Rate Revolving LoanLoans, there may not be more than ten (10) four different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Each Borrower may upon irrevocable written notice may, except to the Administrative Agent in accordance with Section 3.2(b):extent an Event of Default has occurred and is continuing: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The applicable Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers such Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Revolving Loans, the Borrowers have applicable Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans and no Event of Default has occurred and is continuing, the Borrowers such Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving LIBOR Loans having a one-month Interest Period effective as of the expiration date of such Interest Period. At any time during the continuation of an Event of Default, each Borrower shall be deemed to have elected to convert all LIBOR Loans into Base Rate Loans effective as of the expiration date of their respective Interest Periods. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten five (105) different Interest Periods LIBOR Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b2.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, convert any such 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) thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof thereof) as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)5,000,000, such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, 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 conversionLoans, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion C (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York Chicago, Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Revolving Loans and the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedcontinued; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon Upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, , (i) if the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period and (ii) if any Default or Event of Default then exists, unless the Majority Lenders consent otherwise, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was givengiven held by each Lender. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower The Borrowers may upon irrevocable written (by notice to from the Administrative Agent in accordance with Section 3.2(bBorrowers’ Agent): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrowers’ Agent shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Atlanta, Georgia time) at least three two (2) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrowers’ Agent may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrowers’ Agent has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrowers’ Agent shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 250,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 250,000 in excess thereof as LIBOR thereof) or to convert the same to Base Rate Revolving Loans; or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)2,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, furtherand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, 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 of any LIBOR Rate Revolving Loan to result from any such continuation or conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 12:00 p.m. (New York Chicago, Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten eight (10) 8) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Revolving Loans Loans, to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) precedingWestlake, on its behalf and as agent for the Borrowers other Borrowers, shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”"NOTICE OF CONTINUATION/CONVERSION") to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten twelve (1012) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The ------------------------------------- Borrower may upon irrevocable written notice from time to time irrevocably elect, pursuant to the Administrative Agent in accordance with Section 3.2(b): (i) provided that delivery of a Continuation/Conversion Notice and Borrowing of LIBOR Rate Revolving Loans is permitted Base Certificate pursuant to Section 2.22.6(b), elect, as that all or any portion in an aggregate minimum amount of $50,000 and an integral multiple of $1,000 of any Business DayLoans be, in the case of Base Reference Rate Revolving Loans, converted into Eurodollar Rate Loans to convert any such Base or, in the case of Eurodollar Rate Revolving Loans, be converted on a Business Day into Reference Rate Loans or continued as Eurodollar Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into LIBOR Eurodollar Rate Revolving Loans; (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of Loan at least three Business Days before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any LIBOR such Eurodollar Rate Revolving Loans having Interest Periods expiring Loan shall, on such day last day, automatically convert to a Reference Rate Loan); provided, however, that (i) each such conversion or -------- ------- continuation shall be pro rated among the outstanding Loans of the Lenders, (ii) no portion of the outstanding principal amount of any part thereof) in an amount not less than One Million Dollars ($1,000,000)Loan may be continued as, or that be converted into, a Eurodollar Rate Loan when any Default has occurred and is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Rate Revolving Loans; or continuing and (iii) elect, as no portion of the outstanding principal amount of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being Loan may be continued pursuant to clause (ii) preceding) into Base 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, prepaymentas, or conversion of part thereof to be less than One Million Dollars ($1,000,000)converted into, such LIBOR a Eurodollar Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if Loan when the notice shall fail to specify the duration outstanding principal balance of the Interest Period Loans exceeds the lesser of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one month in duration(x) the Commitment Amount and (y) the Borrowing Base. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuationContinuation/conversion in the form of Exhibit E or such other form as may be acceptable to the AgentsConversion Notice, in their sole discretion (any such notice being referred to herein as together with a “Notice of Continuation/ Conversion”) Borrowing Base Certificate, to the Administrative Agent (x) on or before 12:00 p.m., Chicago, Illinois time, on the proposed date of continuation or conversion, if the Loans are to be converted into or continued as Reference Rate Loans and (y) on or before 12:00 p.m., Chicago, Illinois time on a Business Day that is not later less than 1:00 p.m. (New York time) at least three nor more than five Business Days in advance of the Continuation/Conversion Date specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount date of such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or converted; (iii) the type of Revolving Loans resulting from the proposed continuation or conversion; and (iv) , if the duration of any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period Loans are to be applicable to such LIBOR converted into or continued as Eurodollar Rate Revolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (aA) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (iI) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)2,500,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (iiII) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)2,500,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 500,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (bB) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower Agent shall deliver a an irrevocable notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”"NOTICE OF CONTINUATION/CONVERSION") to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York time) at least three two (2) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Loans and specifying: (iI) the proposed Continuation/Conversion Date; (iiII) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iiiIII) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (ivIV) the duration of any the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (cC) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (eD) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fE) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten three (103) different Interest Periods LIBOR Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):LS&Co may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)10,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)10,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electPROVIDED, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)10,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers LS&Co shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Conversion”"NOTICE OF CONTINUATION/CONVERSION") to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the Borrower; (ii) the proposed Continuation/Conversion Date; (iiiii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iiiiv) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (ivv) the duration of any the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers LS&Co may not select an Interest Period that ends after the Stated Revolving Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic notice of such request for Continuation/Conversion on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing such Revolving Loans, regardless of whether any written confirmation is received. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have LS&Co has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers applicable Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue in effect hereunder at any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Defaulttime.

Continuation and Conversion Elections. (a) A Each Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Revolving Loans made to such Borrower, to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans made to such Borrower having Interest Periods expiring on such day (or any part thereof) thereof in an amount not less than One Million Dollars ($1,000,000), 5,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing made to a Borrower is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000)5,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers A Borrower shall deliver to the Administrative Agent a notice of continuation/conversion (“Notice of Continuation/Conversion”) either (x) in the form of Exhibit E attached hereto and made a part hereof or such other form as may be acceptable (y) pursuant to the Agents, Electronic Borrowing Notice Delivery System not later than (1) in their sole discretion (any such notice being referred to herein as the case of the delivery of a “Notice of Continuation/ Conversion”) Continuation/Conversion pursuant to the Electronic Borrowing Notice Delivery System, the deadline established from time to time by the Administrative Agent not later than 1:00 p.m. for requesting the relevant continuation or conversion pursuant to the Electronic Borrowing Notice Delivery System and (2) in the case of the delivery of a Notice of Continuation/Conversion in any other manner, 12:00 noon (New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans of such Borrower 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 of such Revolving Loans Borrower to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers such Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving LoansLoans of a Borrower, the Borrowers have such Borrower has failed to timely select deliver a new Interest Period to be applicable Notice of Continuation/Conversion with respect to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers such Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):LS&Co may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)10,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)10,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)10,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers LS&Co shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the Borrower; (ii) the proposed Continuation/Conversion Date; (iiiii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iiiiv) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (ivv) the duration of any the requested Interest Period, provided, however, the Borrowers LS&Co may not select an Interest Period that ends after the Stated Revolving Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic notice of such request for Continuation/Conversion on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing such Revolving Loans, regardless of whether any written confirmation is received. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have LS&Co has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers applicable Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue in effect hereunder at any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Defaulttime.

Continuation and Conversion Elections. (a) A Provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2, the Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)5,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York timeEastern Time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loansan Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10i) 10 different Interest Periods for LIBOR Rate Loans in effect hereunder. hereunder at any time from January 1 through August 31 of each year, or (gii) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into 15 different Interest Periods for LIBOR Rate Revolving Loans or to continue in effect hereunder at any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence time from September 1 through December 31 of any Default or Event of Defaulteach year.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into LIBOR Rate Revolving Loans; (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($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) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, Administrative Agent in their its sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12 noon (New York Pasadena, California time) at least three Business Days in advance of the Continuation/Conversion Date specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or converted; (iii) the type of Revolving Loans resulting from the proposed continuation or conversion; and (iv) the duration of any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such notice was given. (f) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten four (104) different Interest Periods in effect hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the The Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower The Borrowers may upon irrevocable written (by notice to from the Administrative Agent in accordance with Section 3.2(bBorrowers’ Agent): (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 250,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 250,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrowers’ Agent shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Atlanta, Georgia time) at least three two (2) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrowers’ Agent may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrowers’ Agent has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrowers’ Agent shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten fifteen (1015) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):The Borrowers may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), 5,000,000 or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) precedingThe Administrative Borrower, on behalf of the Borrowers Borrowers, shall deliver a notice of continuation/conversion in the form of attached hereto as Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion B (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii3) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv4) the duration of any the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be continue the applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default has occurred and is continuing, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was given. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten eight (10) 8) different Interest Periods LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A Provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2, the Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000)5,000,000, or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000)5,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “"Notice of Continuation/ Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York timeEastern Time) at least three (3) Business Days in advance of the Continuation/Conversion Date 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 such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loansan Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten (10) 10 different Interest Periods for LIBOR Rate Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a) A The Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):may: (i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, 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 One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;; or (ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, 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) thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) 1,000,000 in excess thereof as LIBOR Rate Revolving Loansthereof); or (iii) electprovided, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base 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 One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, 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 conversionPeriod, such Interest Period shall be one month in durationmonth. (b) For any continuation or conversion pursuant to clause (a) preceding, the Borrowers The Borrower shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/ Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Loans are to be converted into or continued as LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of such Revolving Loans to be continued converted or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or portions thereof) to be continued or convertedrenewed; (iii) the type of Revolving Loans resulting from the proposed continuation conversion or conversioncontinuation; and (iv) the duration of any the requested Interest Period, provided, however, that the Borrowers Borrower may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Revolving LoansLoans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which such the notice was givengiven held by each Lender. (fe) After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there There may not be more than ten three (103) different Interest Periods LIBOR Revolving Loans in effect hereunderhereunder at any time. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.