Common use of Conversion and Continuation Elections for Committed Borrowings Clause in Contracts

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (D) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b). (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans Borrowings (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans Borrowings of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 9:00 (i) 10:00 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans Borrowings are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 10:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or an Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After Unless otherwise agreed to by the Agent, after giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i1) elect, as of any Business Day, in the case of Alternate Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that but if at any time the aggregate amount of Offshore Eurodollar Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Eurodollar Rate Committed Loans denominated in Dollars shall automatically convert into Alternate Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Eurodollar Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (San Francisco New York time) at least (ix) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Eurodollar Rate Committed Loans denominated in DollarsLoans; and (iiy) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Alternate Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B1) the proposed Conversion/Continuation Date; (C2) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (D3) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E4) other than in the case of conversions into Alternate Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Committed Loans in Dollars the Borrower Loans, Company has failed to select timely a new Interest Period to be applicable to such Offshore Eurodollar Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Committed Loans into Alternate Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default the Borrower Default, Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore a Eurodollar Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 six different Interest Periods in effect in respect of all Committed Loans and Competitive Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsEurodollar Loans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Tranche$5,000,000 or a higher integral multiple of $1,000,000) into Committed Loans of any the other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Committed Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000 or a higher integral multiple of $1,000,000); provided, provided that if at any time the aggregate amount of Offshore Rate Committed Eurodollar Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $10,000,0005,000,000, such Offshore Rate Committed Eurodollar Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 10:30 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Eurodollar Loans denominated in Dollars; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Eurodollar Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Eurodollar Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Eurodollar Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Eurodollar Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or an Event of Default or Unmatured Event of Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)a Eurodollar Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans Borrowings (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans Borrowings of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 (i) 10:00 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans Borrowings are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 10:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or an Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After Unless otherwise agreed to by the Agent, after giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The A Borrower may, upon irrevocable written telephonic notice in the form of EXHIBIT B to the Agent in accordance with subsection 2.04(bSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0003,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the such Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The A Borrower shall deliver a Notice of Conversion/Continuation telephonic notice to be received by the Agent not later than 9:00 a.m. (San i) 8:00 a.m.(San Francisco time) at least (i) three two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; Loans, and (ii) one Business Day in advance of 10:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; , and (iii) four Business Days which notice shall be promptly confirmed by a written Notice of Conversion/Continuation transmitted by facsimile, in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, each case specifying: (A) the applicable Borrower; (Bi) the proposed Conversion/Continuation Date; (Cii) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (Diii) the Type of Committed Loans resulting from the proposed conversion or continuation; and (Eiv) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the Loans, a Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the a Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consent, during the existence of a Default or an Event of Default Default, the Borrower Borrowers may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 15 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingLoans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Federal Funds Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$1,000,000) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$1,000,000); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Federal Funds Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (San Francisco Boston time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Offshore Rate Committed Loans are to be converted into Base Federal Funds Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Federal Funds Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Federal Funds Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless all the Required Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 ten different Interest Periods in effect in respect of all Offshore Rate Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) a The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): 2.4(b: (i) i elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Tranche) of $5,000,000 or a higher integral multiple of $1,000,000 into Committed Loans of any the other Type; or or (ii) ii elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the Minimum Tranche)of $5,000,000 or a higher integral multiple of $1,000,000 for another Interest Period; provided, provided that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. . (b) b The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 11:30 a.m. (San Francisco time) at least New York time (i) i three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of ii on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: : (A) the applicable Borrower; (B) A the proposed Conversion/Continuation Date; ; (C) B the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (D) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b). (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans Borrowings (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans Borrowings of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than (i) 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans Borrowings are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 9:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or an Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The A Borrower may, may upon irrevocable written notice to the Agent in accordance with subsection 2.04(b):paragraph (b) below: (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Committed Loans (or any part thereof in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into Eurodollar Committed Loans, or as of ; (ii) elect to convert on the last day of the applicable Interest PeriodPeriod with respect thereto, in the case of any other Type of Eurodollar Committed Loans denominated (or any part thereof in Dollarsan amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into Base Rate Committed Loans; or (iii) elect to continue on the last day of the Interest Period with respect thereto, to convert any such Eurodollar Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans $5,000,000 or an integral multiple of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof $1,000,000 in an amount not less than the Minimum Trancheexcess thereof); provided, however, that if at any time the aggregate amount of Offshore Rate a Committed Borrowing comprised of Eurodollar Committed Loans denominated in Dollars in respect of any Committed Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate the Eurodollar Committed Loans denominated in Dollars comprising such Committed Borrowing shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the such Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Eurodollar Committed Loans shall terminate. (b) The relevant Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 12.02 to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) 1:00 p.m. (New York City time) not less than three Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Eurodollar Committed Loans denominated in Dollars; and (ii) one Business Day in advance of 1:00 p.m. (New York City time) on the Conversion/Continuation Conversion Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrowerproposed Conversion Date or Continuation Date, which shall be a Business Day; (B) the proposed Conversion/Continuation Date; (C) the aggregate principal amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type nature of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period, if applicable. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Eurodollar Committed Loans in Dollars the of any Borrower, such Borrower has failed to select timely a new Interest Period to be applicable to Period, such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans shall automatically convert into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest PeriodLoans. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the relevant Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bankgiven. (e) Unless Upon the Required request of the Majority Banks otherwise consent, during the existence of a Default or an Event of Default the Default, no Borrower may not shall elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate a Eurodollar Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Committed Loans, unless the Agent there shall otherwise consent, there may not be more than 10 fifteen different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.03(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsEurodollar Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type with a new Interest Period; provided, provided that if at any time the aggregate amount of Offshore Rate Committed Eurodollar Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $10,000,000the Minimum Tranche, such Offshore Rate Committed Eurodollar Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three 10:00 A.M. (Chicago time) two Business Days in advance of prior to the Conversion/Continuation Date, if the Committed Eurodollar Loans are to be continued as, or converted into or continued as Offshore from Base Rate Committed Loans denominated in Dollarsinto, Eurodollar Loans; and (ii) one Business Day in advance of 10:00 A.M. (Chicago time) on the Conversion/Continuation Date, if the Eurodollar Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying. Each such notice shall specify: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of the Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Eurodollar Loans, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore Rate Committed Eurodollar Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Eurodollar Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, Continuation or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversionconversion or continuation. All conversions and continuations of Committed Loans shall be made ratably according to the respective outstanding principal amounts Pro Rata Shares of the Committed Loans with respect to which the notice was given held by each BankLenders. (e) Unless the Required Banks Lenders otherwise consentagree, during the existence of a Default or an Event of Default or Unmatured Event of Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)a Eurodollar Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 12 different Interest Periods in effect in respect of for all Committed Loans and Bid Loans together then outstandingLoans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower may, Company may upon irrevocable written notice to the Agent in accordance with subsection 2.04(b2.05(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Committed Loans of any other TypeLoans; or (ii) elect, as of elect to convert on the last day of the applicable Interest Period, to continue Period any Offshore Rate Committed Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Committed Loans; or (iii) elect to renew on the Minimum Tranchelast day of the applicable Interest Period any Offshore Rate Committed Loans having Interest Periods maturing on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation in accordance with Section 10.02 to be received by the Agent not later than 9:00 10:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Conversion Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrowerproposed Conversion Date or continuation date; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (DC) the Type nature of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loansif applicable, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Bank thereof, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consentNotwithstanding any other provision contained in this Agreement, during the existence of a Default or Event of Default the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b). (f) After after giving effect to any conversion or continuation of any Committed Loans, unless the Agent there shall otherwise consent, there may not be more than 10 five different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingeffect.

Conversion and Continuation Elections for Committed Borrowings. (a) The A Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LIBOR Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Trancheof $5,000,000 or a higher integral multiple of $1,000,000) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Committed Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the Minimum Tranche)of $5,000,000 or a higher integral multiple of $1,000,000) for another Interest Period; provided, provided that if at any time the aggregate amount of Offshore Rate LIBOR Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,0005,000,000, such Offshore Rate LIBOR Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 10:30 a.m. (San Francisco time) Chicago time at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate LIBOR Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions conversion into Base Rate or continuation of LIBOR Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate LIBOR Committed Loans in Dollars Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate LIBOR Committed Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Offshore Rate LIBOR Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default the neither Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate a LIBOR Committed Loan in Dollars, or an Offshore Currency Loan continued on during the basis existence of an Interest Period exceeding one month, subject to subsection 2.05(b)Event of Default or Unmatured Event of Default. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consentconsents, there may not be more than 10 20 different Interest Periods in effect in respect of for all Committed Loans and Bid Loans together then outstandingBorrowings.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 seven different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Tranche) into Committed Loans in Dollars of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type; provided, provided that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $10,000,000the Minimum Tranche, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco Chicago time) at least (i) four Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be continued as Offshore Currency Loans; (ii) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; and (iiiii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans denominated in Dollars Dollars, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to by the applicable time on the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.05(b2.5(d), the Borrower Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b). (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(bSECTION 2.4(b): (i) with respect to any Base Rate Committed Loans, elect, as of any Business Day, in the case of to convert any such Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof thereof, in an amount not less than the Minimum Tranche) $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof into LIBOR Rate Committed Loans of any other TypeLoans; or (ii) with respect to any LIBOR Rate Committed Loans, elect, as of the last day of the applicable Interest Period, to (x) continue any LIBOR Rate Committed Loans having Interest Periods expiring on such day (day, or any part thereof thereof, in an amount not less than the Minimum Tranche)$5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof or (y) convert any LIBOR Rate Committed Loans having Interest Periods expiring on such date, or any part thereof, in an amount not less than $1,000,000 or that is an integral multiple of $100,000 in excess thereof into Base Rate Committed Loans; providedPROVIDED, that if at any time the aggregate amount of Offshore LIBOR Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, 5,000,000 such Offshore LIBOR Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore LIBOR Rate Committed Loans shall terminateterminate unless and until the aggregate of all such Loans (including any other Base Rate Committed Loans then outstanding) is $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:30 a.m. (San Francisco New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore LIBOR Rate Committed Loans denominated in DollarsLoans; (iiand(ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of continuations of or conversions into Base LIBOR Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Period, the Borrower has failed to select timely a new Interest Period to be applicable to such Offshore LIBOR Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Offshore the relevant LIBOR Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default Default, the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore a LIBOR Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsOffshore Rate Loans, to convert any such Committed Loans Borrowings (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans Borrowings of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 (i) 10:00 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans Borrowings are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 10:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or an Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After Unless otherwise agreed to by the Agent, after giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Prior to the Termination Date, the Company may, upon irrevocable written notice (or telephonic notice, promptly confirmed by a writing) to the Agent in accordance with subsection 2.04(b2.06(b): (i1) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is has been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Agent not later than 9:00 (i) 9:30 a.m. (San Francisco Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 10:30 a.m. (Chicago time) on the Conversion/Continuation Conversion Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A1) the applicable Borrowerproposed Conversion Date or continuation date; (B) the proposed Conversion/Continuation Date; (C2) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (D3) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E4) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation, the Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuationthereof, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks shall otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The applicable Borrower may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (D) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the applicable Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default the Default, no Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 seven different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Either Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower such Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Either of the Companies shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:00 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of prior to 11:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) whether the applicable BorrowerConversion/Continuation is for St. Jude or Pacesetter; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (D) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the Borrower Loans, such Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower such Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrowersuch Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Companies may not elect to have a Committed Loan in Dollars be made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 ten (10) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Prior to the Termination Date, the Company may, upon irrevocable written notice (or telephonic notice, promptly confirmed by a writing) to the Agent in accordance with subsection 2.04(b2.06(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is has been reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.02 to be received by the Agent not later than 9:00 (i) 9:30 a.m. (San Francisco Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 10:30 a.m. (Chicago time) on the Conversion/Continuation Conversion Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrowerproposed Conversion Date or continuation date; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, Loans or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation, the Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuationthereof, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks shall otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLIBOR Rate Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore LIBOR Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore LIBOR Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore LIBOR Rate Committed Loans Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 9:00 a.m. (San Francisco Boston time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Committed Loans are to be converted into or continued as Offshore LIBOR Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Revolving Credit A Loans and Revolving Credit B Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (DC) the Type of Committed Revolving Credit A Loans and Revolving Credit B Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions conversion into Base LIBOR Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore LIBOR Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore LIBOR Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore LIBOR Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If Period (provided any such deemed election shall not relieve the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(bCompany from any liability under Section 4.3), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Revolving Credit A Loans and Revolving Credit B Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore a LIBOR Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 twelve different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated may, upon written notice by the Company delivered to the Agent and the Swing Line Bank concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in Dollars the absence of such a conversion, shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a written Notice of Conversion/Continuation to (which notice must be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) 12:00 noon (Chicago time) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; ) signed by a Responsible Officer and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon Subject to the following sentence, if by 12:00 noon (Chicago time) on the third Business Day prior to the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 twenty (20) different Interest Periods in effect in respect of all Committed Loans and Bid Loans and all "Committed Loans" and "Bid Loans" (as such terms are defined in the 364-Day Credit Agreement) together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LIBOR Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate LIBOR Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate LIBOR Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate LIBOR Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate LIBOR Committed Loans denominated in DollarsLoans; and (iiiii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate LIBOR Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate LIBOR Committed Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate LIBOR Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Bank with respect to which the notice was given held by each Bankgiven. (e) Unless the Required Majority Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate a LIBOR Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSUBSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Trancheof $5,000,000 or a higher integral multiple of $1,000,000) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the Minimum Trancheof $5,000,000 or a higher integral multiple of $1,000,000); provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 (i) 10:30 a.m. (San Francisco Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 11:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Lender with respect to which the notice was given held by each Bankgiven. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or an Event of Default or Unmatured Event of Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 15 different Interest Periods in effect in respect of for all Loans (whether Committed Loans and or Bid Loans together then outstandingLoans).

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSection 2.4(b): (i) electelect to convert, as of any Business Day, any Base Rate Committed Loans (other than Swingline Loans) or Prime Rate Loans (or any part thereof in a U.S Dollar Equivalent Amount not less than $5,000,000, or, in the case of Base Rate Committed LoansLoans only, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof that is in an amount not less than the Minimum Trancheintegral multiple of $1,000,000 in excess thereof) into Offshore Rate Committed Loans of any other Type; orthe same currency; (ii) electelect to convert, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount a U.S. Dollar Equivalent Amount not less than $1,000,000, or, in the Minimum Tranchecase of Offshore Rate Committed Loans denominated in U.S. Dollars only, that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Committed Loans or Prime Rate Loans of the same currency; or (iii) elect to continue (for the same or different Interest Period), as of the last day of the applicable Interest Period, any Offshore Rate Committed Loans expiring on such day (or any part thereof in a U.S. Dollar Equivalent Amount not less than $5,000,000, or, in the case of Offshore Rate Committed Loans denominated in U.S. Dollars only, that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount U.S. Dollar Equivalent Amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, in the case of Offshore Rate Committed Loans denominated in U.S. Dollars, or Prime Rate Loans, in the case of Offshore Rate Committed Loans denominated in Canadian dollars, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The To convert or continue a Revolving Loan as provided in subsection 2.4(a), the Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in U.S. Dollars; (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Canadian dollars; and (iii) one Business Day in advance of the Conversion/ Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency or Prime Rate Loans, specifying: (A) the applicable Borrower;proposed Conversion/Continuation Date, (B) the proposed Conversion/Continuation Date; (C) the aggregate amount in U.S. Dollars or Canadian dollars, as the case may be, of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans or Prime Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans denominated in Dollars U.S. Dollars, the Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans prior to the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in Subsection 2.4(b), or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Rate Committed Loans denominated in Canadian dollars prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b2.4(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b2.5(d), the Borrower shall be deemed to have elected to continue convert such Offshore Currency Rate Committed Loans on into Prime Rate Loans effective as of the basis expiration date of a one month such Interest Period, and all conditions to such conversion shall be deemed to have been satisfied. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 ten (10) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Each Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, Loans to such Borrower or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans to such Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof or, in the Minimum Tranchecase of Offshore Currency Committed Loans, 10,000 units of the Applicable Currency in an Equivalent Amount of not less than $5,000,000 and multiples of 10,000 units of the Applicable Currency in excess of the initial 10,000 units of the Applicable Currency); provided, that if at any time the aggregate amount of Offshore Rate Committed -------- Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be in an Equivalent Amount less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the any Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The A Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in U.S. Dollars; (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business five business Days in advance of the continuation dateConversion/Continuation Date, if the Loans are to be continued as Offshore Currency Committed Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; , and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the made to a Borrower, such Borrower has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the any Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Committed Loans made to such Borrower prior to the fourth fifth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection Section 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the such Borrower shall be deemed to have elected to continue such Offshore Currency Committed Loans on the basis last day of the current Interest Period for a period of one month Interest Periodmonth. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the any Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default the Default, no Borrower may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, Period in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert into Committed Loans of any other Type any such Committed Loans (or any part thereof in an amount not less than the a Minimum Tranche) into Committed Loans of any other TypeAmount); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the a Minimum TrancheAmount); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:00 a.m. (San Francisco time) at least (i) at least three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; Loans, and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period (subject to the provisions of the definition of "Interest Period" herein). (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Bank with respect to which the notice was given held by each Bankgiven. (e) Unless the Required Majority Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 fifteen different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 10:30 a.m. (San Francisco Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Bank with respect to which the notice was given held by each Bankgiven. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written telephonic notice (such notice to be immediately confirmed in writing), to the Administrative Agent in accordance with subsection Section 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$10,000,000, or that is in an integral multiple of $5,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$10,000,000, or that is in an integral multiple of $5,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank and the Company of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars be made as or converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 ten different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in Dollars of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, that if at any time the aggregate Dollar Equivalent amount of Offshore Rate Committed Currency Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Currency Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Currency Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 (i) 11:30 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and 10:30 a.m. (iiiChicago time) at least four Business Days in advance of the continuation date, if the Committed Loans are to be continued as Offshore Currency Loans; and (iii) 10:30 a.m. (Chicago time) on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Dollars, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, Loans or if any Default or Event of Default then exists, unless, in either case, the Borrower Company has elected to and does repay such Committed Loans on or prior to the expiration date of such Interest Period, the Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consent, during the existence of a Default or Event of Default Default, the Borrower Company may not elect to have (i) a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or (ii) an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b). (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 nine (9) different Interest Periods in effect in respect of the aggregate for all Committed Loans and Bid Loans together then outstandingLoans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Tranche) into Committed Loans in Dollars of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type; provided, provided that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $10,000,000the Minimum Tranche, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three 11:00 a.m. (Chicago time) four Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be continued as Offshore Currency Loans; (ii) 10:00 a.m. (Chicago time) two Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; and (iiiii) one Business Day in advance of 11:00 a.m. (Chicago time) on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans denominated in Dollars Dollars, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to by the applicable time on the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.05(b2.5(d), the Borrower Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or an Event of Default or Unmatured Event of Default, the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 ten different Interest Periods in effect in respect of for all Committed Loans and Bid Loans together then outstandingLoans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(bSection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in Dollars, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in Dollars of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Borrowers to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 8:30 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in Dollars; (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Currency Loans; and (iii) on the Conversion/Continuation Date, if the Loans denominated in Dollars are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and; (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period; and (E) if applicable, the Applicable Currency. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Dollars, the Borrower has Borrowers have failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans denominated in Dollars effective as of the expiration date of such Interest Period. If the Borrower has Borrowers have failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(bSection 2.4(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(bSection 2.5(d), the Borrower Borrowers shall be deemed to have elected to continue pay such Offshore Currency Loans on the basis of a one month Interest Periodand borrow Base Rate Loans denominated in Dollars . (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Borrowers may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSUBSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Trancheof $10,000,000 or a higher integral multiple of $1,000,000) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Committed Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the Minimum Tranche)of $10,000,000 or a higher integral multiple of $1,000,000) for another Interest Period; provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 10:30 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions conversion into Base or continuation of Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, Loans (or if any Default or Event of Default then existsor Unmatured Event of Default exists and the Required Lenders have not given the consent referred to in SUBSECTION (e) below), the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans shall automatically convert into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on during the basis existence of an Interest Period exceeding one month, subject to subsection 2.05(b)Event of Default or Unmatured Event of Default. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, the number of Interest Periods in effect hereunder shall not exceed 10 and (ii) there may not be more than 10 different one seven-day Interest Periods Period in effect in respect of for all Committed Loans and Bid Loans together then outstandingBorrowings.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Either Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower such Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Either of the Companies shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 11:00 a.m. (San Francisco ( Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of prior to 11:00 a.m. ( Chicago time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) whether the applicable BorrowerConversion/Continuation is for St. Jude or Pacesetter; (B) the proposed Conversion/Continuation Date; (C) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currenciesrenewed; (D) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars the Borrower Loans, such Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower such Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrowersuch Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or Event of Default Default, the Borrower Companies may not elect to have a Committed Loan in Dollars be made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 ten (10) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.04(bSUBSECTION 2.4(B): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsOffshore Rate Loans, to convert any such Committed Loans (or any part thereof in an aggregate amount not less than the Minimum Trancheof $10,000,000 or a higher integral multiple of $1,000,000) into Committed Loans of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the Minimum Tranche)of $10,000,000 or a higher integral multiple of $1,000,000) for another Interest Period; provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 10:30 a.m. (San Francisco Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Committed Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions conversion into Base or continuation of Offshore Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed Loans, Loans (or if any Default or Event of Default then existsor Unmatured Event of Default exists and the Required Lenders have not given the consent referred to in subsection (e) below), the Borrower shall be deemed to have elected to convert such Offshore Rate Committed Loans shall automatically convert into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default the Borrower Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on during the basis existence of an Interest Period exceeding one month, subject to subsection 2.05(b)Event of Default or Unmatured Event of Default. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 different the number of Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandinghereunder shall not exceed 10.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Offshore Rate Committed Loans denominated in DollarsLoans, to convert any such Committed Loans Borrowings (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Loans Borrowings of any the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Offshore Rate Committed Loans denominated in Dollars shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than (i) 9:00 a.m. (San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans Borrowings are to be converted into or continued as Offshore Rate Committed Loans denominated in DollarsLoans; and (ii) one Business Day in advance of 9:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the proposed Conversion/Continuation Date; (CB) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (DC) the Type of Committed Loans resulting from the proposed conversion or continuation; and (ED) other than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans in Dollars Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Committed LoansLoans in accordance with Section 2.04(b), or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each Bank. (e) Unless the Required Majority Banks otherwise consentagree, during the existence of a Default or an Event of Default Default, the Borrower Company may not elect to have a Committed Loan in Dollars made as, converted into or continued as as, an Offshore Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After Unless otherwise agreed to by the Agent, after giving effect to any conversion or continuation of Committed Loans, unless the Agent shall otherwise consent, there may not be more than 10 eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection Section 2.04(b): (i1) elect, as of any Business Day, in the case of Alternate Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Committed Loans denominated in DollarsLoans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche$2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into Committed Loans of any other Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche$2,500,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that but if at any time the aggregate amount of Offshore Eurodollar Rate Committed Loans denominated in Dollars in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0002,500,000, such Offshore Eurodollar Rate Committed Loans denominated in Dollars shall automatically convert into Alternate Base Rate Committed Loans, and on and after such date the right of the Borrower Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Eurodollar Rate Committed Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (San Francisco New York time) at least (ix) three Business Days in advance of the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore Eurodollar Rate Committed Loans denominated in DollarsLoans; and (iiy) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Alternate Base Rate Committed Loans; and (iii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans, specifying: (A) the applicable Borrower; (B1) the proposed Conversion/Continuation Date; (C2) the aggregate amount of Committed Loans to be converted or continued, whether they are Term Loans or Revolving Loans, and the Applicable Currency or Currencies; (D3) the Type of Committed Loans resulting from the proposed conversion or continuation; and (E4) other than in the case of conversions into Alternate Base Rate Committed Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore Eurodollar Rate Committed Loans in Dollars the Borrower Loans, Company has failed to select timely a new Interest Period to be applicable to such Offshore Eurodollar Rate Committed Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Offshore Eurodollar Rate Committed Loans into Alternate Base Rate Committed Loans effective as of the expiration date of such Interest Period. If the Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.05(b), the Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect to which the notice was given held by each BankLender. (e) Unless the Required Banks Lenders otherwise consent, during the existence of a Default or Event of Default the Borrower Default, Company may not elect to have a Committed Loan in Dollars converted into or continued as an Offshore a Eurodollar Rate Committed Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month, subject to subsection 2.05(b)Loan. (f) After giving effect to any conversion or continuation of Committed Loans, unless the Administrative Agent shall otherwise consent, there may not be more than 10 six different Interest Periods in effect in respect of all Committed Loans and Competitive Bid Loans together then outstanding.